Pinehurst Capital II Conditional TSXV Acceptance of Proposed Changes in Accordance with New CPC Policy
Pinehurst Capital II Conditional TSXV Acceptance of Proposed Changes in Accordance with
New CPC Policy
TORONTO, March 29, 2021 — Pinehurst Capital II Inc. (TSXV: PINH.P) (the " Corporation "), a capital
pool company listed on the TSX Venture Exchange (" TSXV "), announces that the TSXV has
conditionally accepted the Corporation's previously announced changes in order to align with the recent
changes to the TSXV's Policy 2.4 – Capital Pool Companies (" Policy 2.4 "), which became effective as
at January 1, 2021 (the " New CPC Policy ").
The Corporation wishes to implement certain changes fr om the former Policy 2.4 and has sought the
acceptance of the TSXV to transition to the New CPC policy in accordance with Section 15.2(b) of Policy
2.4 (" CPC Transition "). The TSXV has conditionally accepted the CPC Trans ition, subject to the
Corporation obtaining the necessary shareholder approvals required pursuant to Section 15.2(b)(iv) of
Policy 2.4, and fulfilling all other TSXV conditions.
At a special meeting of the shareholders of the Corporation held on February 23, 2021 (the " Meeting "),
the requisite approval of disinterested shareholders of the Corporation was obtained for the following
matters: (i) to remove the consequences of failing to complete a " Qualifying Transaction " (as defined
in Policy 2.4) within 24 months of the Corporation's date of listing on the TSXV; and (ii) to amend the
escrow release conditions and certain other provisions of the Corporation's escrow agreement. All matters
submitted to shareholders of the Corporation for approval at the Meeting are more particularly described
in the Corporation's management information circular dated January 22, 2021 (the " Circular"). Please
refer to the Circular for further details with respec t to the amendments associated with the New CPC
Policy.
The Corporation plans to fulfill all outstanding TSXV conditions and to complete the CPC Transition no
later than April 7, 2021.
The proposed amendments remain subject to the final approval of the TSXV.
For further information, please contact:
David Rosenkrantz
Pinehurst Capital II Inc., CEO
p: +1 416-865-0123
The TSXV has neither approved nor disapproved the contents of this press release. Neither the TSXV nor
its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-Looking Statements
This news release contains certain statements that ma y constitute forward-looking statements under
applicable securities laws. Forward-looking statements a re not historical facts but represent
management's current expectation of future events, and ca n be identified by words such as "believe",
"expects", "will", "intends", "plans", "projects", "a nticipates", "estimates", "continues" and similar
expressions. Although management believes that the expectations represented in such forward-looking
statements are reasonable, there can be no assurance that they will prove to be correct.
By their nature, forward-looking statements include assu mptions and are subject to inherent risks and
uncertainties that could cause actual future results, conditions, actions or events to differ materially from
those in the forward-looking statements. The future outcomes that relate to forward-looking statements
may be influenced by many factors, including but not limited to: SARS CoV-2; reliance on key
personnel; shareholder and regulatory approvals; risks of future legal proceedings; income tax matters;
availability and terms of financing; distribution of securities; commodities pricing; currency movements,
especially as between the USD and CDN; effect of mar ket interest rates on price of securities; and,
potential dilution.