Rebel Capital 2.0 Announces Proposed Changes in Accordance with New CPC Policy
Rebel Capital 2.0 Announces Proposed Changes in Accordance with New CPC Policy
VANCOUVER, B.C., May 11, 2021 -- Rebel Capital 2.0 Corp. ("Rebel" or the "Company"), is
pleased to announce that due to changes recently announced by the TSX Venture Exchange
(the "Exchange") to its Capital Pool Companies program and changes to the Exchange's Policy
2.4 - Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC
Policy"), the Company intends to implement certain amendments to further align its policies
with the New CPC Policy, in addition to its annual and special matters at the Meeting (defined
below).
Pursuant to the New CPC Policy, in order for the Company to align certain of its policies with
the New CPC Policy it was required to obtain the approval of disinterested shareholders of the
Company. As a result, the Company sought and obtained, at its annual general and special
meeting of shareholders held on May 6, 2021 (the "Meeting") disinterested shareholder
approval, for the following matters: (i) to amend the Company's stock option plan (the "Option
Plan") to, among other things, become a "10% rolling" plan prior to the Company completing a
Qualifying Transaction ("QT"); (ii) to remove the consequences of failing to complete a QT
within 24 months of the Company's date of listing on the Exchange (the "Listing Date"); and (iii)
to amend the escrow release conditions and certain other provisions of the Company's Escrow
Agreement (the "Escrow Agreement"). These proposed amendments are described in further
detail below.
To calculate disinterested shareholder approval, the company excluded three director’s
shareholdings from the vote on each resolution, including the shareholdings of a company
owned by one of the directors.
Amendments to the Option Plan
The amendments to the Option Plan, will (i) allow the total number of common shares of the
Company (the "Common Shares") reserved for issuance as options not to exceed 10% of the
Common Shares issued and outstanding as at the date of grant, rather than at the closing date
of the initial public offering ("IPO"), for options issued prior to the QT; (ii) allow the number of
Common Shares reserved for issuance as options to any individual director or senior officer not
to exceed 5% of the Common Shares outstanding as at the date of grant, rather than at the
closing date of the IPO, for options issued prior to the QT; (iii) allow the number of Common
Shares reserved for issuance as option to Consultants, as defined in the Option Plan, not to
exceed 2% of the Common Shares outstanding as at the date of grant, rather than at the closing
date of the IPO, for options issued prior to the QT; and (iv) require, prior to the granting of
options, the optionee to first enter into an escrow agreement agreeing to deposit the options,
and the Common Shares acquired pursuant to the exercise of such options, into escrow as
described in the escrow agreement.
Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing
Date
Currently, under the Exchange's Policy 2.4 - Capital Pool Companies (as at June 14, 2010) (the
"Former Policy") there are certain consequences if a QT is not completed within 24 months of
the Listing Date. These consequences include a potential for Common Shares to be delisted or
suspended, or, subject to the approval of the majority of the Company's shareholders,
transferring Common Shares to list on the NEX and cancelling certain seed shares. The New CPC
Policy allows the company to remove these consequences now that disinterested shareholder
approval has been obtained. The Company asked disinterested shareholders to approve the
removal of such consequences at the Meeting, as it believes that it will afford the Company
greater flexibility to complete a QT that is beneficial to all interested parties, and will also allow
the Company to better withstand market volatility.
Amendments to the Escrow Agreement
The Company obtained disinterested shareholder approval to make certain amendments to the
Escrow Agreement, including allowing the Company's escrowed securities to be subject to an
18 month escrow release schedule as detailed in the New CPC Policy, rather than the current up
to 36 month escrow release schedule in the Former Policy. In addition, the Company wishes to
amend the Escrow Agreement such that all options granted prior to the date the Exchange
issues a final bulletin for the QT ("Final QT Exchange Bulletin") and all Common Shares that
were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin
will be released from escrow on the date of the Final QT Exchange Bulletin, other than options
that(a) were granted prior to the IPO with an exercise price that is less than the issue price of
the Common Shares issued in the IPO and (b) any Common Shares that were issued pursuant to
the exercise of such options issued below the issue price, which will be released from escrow in
accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.
Other Changes
Under the New CPC Policy, the Company is permitted to implement certain other changes from
the Former Policy without obtaining shareholder approval. As a result, the Company wishes to
have the option to take advantage of all the changes under the New CPC Policy that do not
require shareholder approval, including, but not limited to:
i. increasing the maximum aggregate gross proceeds to the treasury that the Company
can raise from the issuance of Common Shares in the IPO, seed shares and private
placement to the new maximum of $10,000,000, rather than $5,000,000 which was the
limit under the Former Policy;
ii. removing the restriction which provided that no more than the lesser of 30% of the
gross proceeds from the sale of securities issued by the Company and $210,000 may be
used for purposes other than identifying and evaluating assets or businesses and
obtaining shareholder approval for a proposed QT, and implementing the restrictions on
the permitted use of proceeds and prohibited payments under the New CPC Policy,
under which reasonable general and administrative expenses not exceeding $3,000 per
month are permitted;
iii. removing the restriction on the Company issuing new agent's options in connection with
a private placement; and,
iv. removing the restriction such that now one person has the ability to act as the chief
executive officer, chief financial officer and corporate secretary of the Company at the
same time.
The Company believes that the New CPC Policy is in the best interests of the shareholders as it
will allow the Company to have greater flexibility and mechanisms to increase shareholder
value.
About the Company
The Company is a capital pool company pursuant to Policy 2.4 of the Exchange. Except as specifically
contemplated in such policy, until the completion of its QT (as defined in the policy), the Company will
not carry on business, other than the identification and evaluation of companies, businesses or assets
with a view to completing a proposed QT. Investors are cautioned that trading in the securities of a
capital pool company is considered highly speculative.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.
Neither 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.
Cautionary and Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, but is not limited to, the approval of disinterested shareholders
of matters under the New CPC Policy at the general and special shareholder meeting and the future business of the
Company. Generally, forward-looking information can be identified by the use of forward-looking terminology
such as "plans", "is expected", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases; or terms that
state that certain actions, events, or results "may", "could", "would", "might", or "wi ll be taken", "could occur", or
"be achieved". Forward-looking information is based on the opinions and estimates of management at the date
the information is made, and is based on, a number of assumptions and is subject to known and unknown risks,
uncertainties and other factors, including but not limited to the timing of obtaining the necessary approvals of the
Exchange and that the Company will make the changes approved by shareholders or those allowed by the New
CPC Policy without obtaining shareholder approval. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from those contained in forward -looking information,
there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no
assurance that such information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to update any forward -looking information, except
in accordance with applicable securities laws.
For further information please contact:
Rebel Capital 2.0 Corp.
Charles MaLette
Email: [email protected]
Telephone: (604) 428-5171