![]() Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon.Ĭertain information in this news release constitutes “forward-looking information” under applicable securities laws. ![]() In addition to the completion of matters discussed herein, completion of the Business Combination is subject to a number of customary conditions, including: (i) receipt of all required consents or approvals, including Exchange listing approval (ii) completion of the Business Combination on or before October 29, 2021, or such other date as may be agreed upon by the parties (iii) no prohibition at law existing for completion of the Business Combination (iii) escrow agreements being entered into pursuant to the policies of the Exchange (iv) approval of the Business Combination and all matters related thereto required to be approved by the shareholders of Seamless, Mone圜lip and the Company (v) approval by shareholders of the Company of an equity incentive plan in accordance with Exchange policies (vi) the representations and warranties of each of Seamless, Mone圜lip and the Company being true and correct as of closing and (vii) no material adverse change for each of Seamless, Mone圜lip and the Company. In its consideration and approval of the Business Combination, the board of directors of the Company determined that the Business Combination will be exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis of the exemptions in Sections 5.5(b) and 5.7(g) of MI 61-101. Goldman Professional Corporation, a shareholder of Seamless, and consequently the Business Combination constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101“). Marc Lustig, a control person of the Company, is also Chairman of Seamless, incoming Chairman of the Resulting Issuer and, directly or through his holding company, a shareholder of Seamless and Mone圜lip, while Jennifer Goldman, a control person of the Company, is a joint actor with Jason I. Completion of the Business Combination is subject to, among other things, the Company receiving conditional listing approval from the Exchange and the satisfaction of the closing conditions of the Exchange. In connection with the Business Combination, the Resulting Issuer will apply to list its common shares on the Exchange. The Company is a “reporting issuer” in the Provinces of British Columbia and Alberta, but is not currently listed for trading on any stock exchange. This advertisement has not loaded yet, but your article continues below.
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