TORONTO, April 01, 2021 (GLOBE NEWSWIRE) — Cluny Capital Corp. (the “Company” or “Cluny”) (TSXV:CLN.H), a capital pool company pursuant to Policy 2.4 (“Policy 2.4”) of the TSX Venture Exchange (the “Exchange”), is pleased to announce the voting results of its annual and special meeting of shareholders held on March 31, 2021. In addition to the election of directors, the re-appointment of the auditors, and the re-approval of the Company’s stock option plan, shareholders approved certain matters which are conditional on completion of the Company’s business combination transaction with Teonan Biomedical Inc., including (i) the change the name of the Company to “The Good Shroom Co Inc.” (Les bons Champignons inc); (ii) the continuance of the Company from an Ontario corporation to a corporation under the Canada Business Corporations Act; and (iii) the consolidation of the Company’s issued and outstanding common shares on the basis of one (1) post consolidation common share of the Company for each three (3) pre-consolidation common shares.
In addition, in accordance with recent amendments by the Exchange to the capital pool company (“CPC”) program and Policy 2.4, which became effective on January 1, 2021 (the “New CPC Policy”), the Company obtained disinterested shareholder approval to amend the escrow release conditions of the Company’s three CPC escrow agreements dated October 31, 2012 and June 6, 2018 (the “Escrow Agreements“) affecting up to 2,300,000 common shares (766,666 assuming completion of the consolidation). The proposed amendments to the Escrow Agreements would result in the Company’s escrowed common shares being subject to an 18 month escrow release schedule as detailed in the New CPC Policy, instead of the current 36 month escrow release schedule. The amendments to the Escrow Agreements are subject to the final approval of the Exchange and the execution of amending agreements reflecting the foregoing change. The accelerated release schedule will only affect those shareholders holding escrowed shares that execute an amending agreement.
For further information:
Cluny Capital Corp.
James Greig, Director
The TSX Venture Exchange Inc. 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 Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward Looking Information
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about amendments to be made to the Escrow Agreements and the Exchange’s approval of such amendments. Cluny made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; failure of the Exchange to approve the amendments to the Escrow Agreements; as well as those risk factors discussed or referred to in disclosure documents filed by Cluny with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect Cluny in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Cluny does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and Cluny undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.