9 Capital Corp. Announces Proposed Qualifying Transaction with Renew, Youthful Living Ltd.
9 Capital Corp. Announces Proposed Qualifying Transaction with Renew,
Youthful Living Ltd.
TORONTO, November 10, 2020 -- 9 Capital Corp. (the “Company”) announces that it has entered
into a binding agreement dated November 6, 2020 (the “Letter Agreement”) with Renew, Youthful
Living Ltd. (“Renew”) to effect a business combination of the two companies (the “Proposed
Transaction”).
Renew is a science-driven company focused on delivering consumer products to increase health-
span and combat the effects of ageing. Renew focuses on the research & development of products
supporting longevity and the commercialisation of longevity supplements and
cosmeceuticals. The Company is a Capital Pool Company (“CPC”) and intends the Proposed
Transaction to constitute its Qualifying Transaction (the “Qualifying Transaction”) under the
policies of the TSX Venture Exchange (the “Exchange”).
The Transaction
It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered
amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of
transaction as is acceptable to the parties.
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i)
the Company will effect a name change to such name as may be determined by Renew; and (ii)
the Company will consolidate the issued and outstanding common shares in the capital of the
Company (the “9 Capital Common Shares”) at a rate to be determined by the parties.
Pursuant to the Proposed Transaction, the holders of the issued and outstanding common shares of
Renew (the “Renew Common Shares”) will receive 9 Capital Common Shares (as they exist on a
post-consolidation basis) for each Renew Common Shares held on such exchange ratio to be
mutually agreed to between the parties and reflected in the definitive business combination
agreement to be entered into in connection with the Proposed Transaction (the “Exchange Ratio”).
Pursuant to the Proposed Transaction, all existing securities convertible into Renew Common
Shares shall be exchanged, based on the agreed upon the Exchange Ratio, for similar securities to
purchase 9 Capital Common Shares (as they exist on a post-consolidation basis) on substantially
similar terms and conditions.
There are currently an aggregate of 11,920,501 9 Capital Common Shares issued and outstanding,
as well as 1,192,050 stock options, each exercisable to acquire one 9 Capital Common Share at an
exercise price of $0.10. In connection with the Proposed Transaction, it is expected that all
outstanding stock options of the Company shall remain in effect until the earlier of (i) the date
which is 12 months following the closing of the Proposed Transaction; and (ii) the original expiry
date(s) thereof.
If the Proposed Transaction is completed, it is anticipated that the board of directors of the
Company shall be reconstituted to consist of such directors as the Company and Renew shall
determine, subject to the minimum residency requirements of the Business Corporations Act
(Ontario), and all existing officers of the Company shall resign and be replaced with officers
appointed by the new board of directors.
Renew Financing
In connection with the Proposed Transaction, a subscription receipt financing (the “Financing”)
will be completed in Renew or a wholly-owned subsidiary of 9 Capital (“Subco”) created solely
to complete the Financing to raise gross proceeds of at least C$3.5 million at a price per
subscription receipt (“Subscription Receipt”) to be determined in the context of the market. Each
Subscription Receipt will entitle the holder to acquire one common share of the resulting issuer
company on completion of the Proposed Transaction (“Resulting Issuer”) for no additional
consideration. The gross proceeds of the Financing will be deposited into escrow with a mutually
acceptable escrow agent (the “Escrowed Funds”). The Subscription Receipts will automatically
convert into Renew Common Shares or common shares of Subco, as applicable, and the Escrowed
Funds will be released to Renew or Subco, as applicable immediately prior to the completion of
the Proposed Transaction (the “Escrow Release Conditions”). In the event that the Escrow Release
Conditions are not satisfied by a date to be mutually determined by the Company and Renew, the
Escrowed Funds will be returned to the subscribers and the Subscription Receipts will be
cancelled. In the event that the Subscription Receipt Financing is completed in Subco, 9 Capital
will acquire all of the issued and outstanding common shares of Subco concurrently with the
acquisition of Renew in exchange for post-consolidation 9 Capital Common Shares.
Arm’s Length Transaction
The Proposed Transaction is an arm’s length transaction in accordance with the policies of the
Exchange and is not subject to the approval of the shareholders of the Company, except as required
by applicable corporate law.
Sponsorship
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange, unless exempt in
accordance with Exchange policies or waived by the Exchange. The Proposed Transaction may
require sponsorship and the Company plans to provide a news release update should a sponsor be
retained. Trading in the 9 Capital Common Shares has been halted as a result of the Company
failing to complete a Qualifying Transaction within 24 months following the listing of the 9 Capital
Common Shares on the Exchange. The Company expects that trading in the 9 Capital Common
Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-
commencement of trading only upon Exchange approval and the filing of required materials with
the Exchange as contemplated by Exchange policies.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the Exchange,
the Company will file a filing statement on its issuer profile on SEDAR (www.sedar.com), which
will contain details regarding the Proposed Transaction, the Financing, the Company, Renew and
the Resulting Issuer.
The obligations of the Company and Renew pursuant to the Letter Agreement shall terminate in
certain specified circumstances, including in the event that a definitive business combination
agreement to be entered into in connection with the Proposed Transaction is not entered into by
December 4, 2020.
About the Company
The Company is a CPC within the meaning of the policies of the Exchange that has not commenced
commercial operations and has no assets other than cash. Except as specifically contemplated in
the CPC policies of the Exchange, until the completion of its Qualifying Transaction, the Company
will not carry on business, other than the identification and evaluation of companies, business or
assets with a view to completing a proposed Qualifying Transaction.
For further information please contact:
Mr. Ben Cubitt President and Chief Executive Officer
Tel. (416) 479-5048
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange
acceptance and shareholder approval. The Proposed Transaction cannot close until all required shareholder
approvals are is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed
or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with
the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly
speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow
in accordance with the policies of the Exchange.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved
nor disapproved the contents of this news release.
Cautionary Note Regarding Forward Looking Information
This news release contains statements about the Company’s expectations regarding any proposed future Qualifying
Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and
uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are
reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-
looking statements. Factors that could cause the actual results to differ materially from those in forward-looking
statements include general business, economic, competitive, political and social uncertainties; and the delay or failure
to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release
are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-
looking statements or information, except as required by law.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS
DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.