NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
TORONTO, Feb. 11, 2021 (GLOBE NEWSWIRE) -- Cluny Capital Corp. (the “Company” or “Cluny”) (TSXV:CLN.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “Exchange”), is pleased to announce the closing of a private placement offering (the “Offering”) of subscription receipts (the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt, for aggregate gross proceeds of $2,875,000, being the maximum amount issuable under the Offering. Leede Jones Gable Inc. (the “Agent”) acted as agent and book-runner for the Offering.
The gross proceeds from the Offering will be held in escrow pending the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions (the “Escrow Conditions”), including the completion of all conditions precedent to Cluny’s previously announced business combination transaction (the “Transaction”) with Teonan Biomedical Inc. (“Teonan”), on or before April 15, 2021 (the “Escrow Release Deadline”). The Transaction will constitute Cluny’s Qualifying Transaction (as such term is defined in Policy 2.4 of the Exchange).
Each Subscription Receipt shall entitle the holder thereof to automatically receive, upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Conditions prior to the Escrow Release Deadline, without any further action required by such holder and without payment of any additional consideration, one common share in the capital of the Company following completion of the Transaction (the “Resulting Issuer” and each common share being a “Resulting Issuer Share”) and one common share purchase warrant of the Resulting Issuer (each, a “Resulting Issuer Warrant”) for each Subscription Receipt held. Each Resulting Issuer Warrant shall be exercisable to acquire one Resulting Issuer Share at an exercise price of $0.50 for a period of 24 months from the closing of the Offering. The Resulting Issuer Warrants may be subject to an accelerated expiry at the discretion of the Resulting Issuer if the volume weighted average closing price of the Resulting Issuer Shares is greater than $0.60 for a period of 10 consecutive trading days on the Exchange.
In connection with the Offering, the Agent is entitled to receive a cash commission of $218,733 (the “Cash Commission”). The Cash Commission will be paid to the Agent out of the escrowed funds upon satisfaction of the Escrow Conditions on or before the Escrow Release Deadline. In addition to the Cash Commission, the Agent is entitled to receive 920,000 non-transferable compensation options (each a “Compensation Option”) upon the completion of the Transaction. Each Compensation Option is exercisable for one Resulting Issuer Share at a price of $0.25 per Resulting Issuer Share for a period of 24 months from the closing date of the Offering.
The net proceeds of the Offering will be used for general working capital. All securities issued pursuant to the Offering will be subject to a four-month resale restriction from the date of issuance. The Offering remains subject to receiving final approval from the Exchange for the Offering and the Transaction.
For further information:
Cluny Capital Corp.
James Greig, Director
(778) 788-2745
james_greig@hotmail.com
Teonan Biomedical Inc.
Erin Ronsse, President
eric@teonan.com
The information provided in this news release regarding Teonan and the Resulting Issuer has been provided by Teonan and has not been independently verified by the Company.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the QT and 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 the Transaction and the Offering (including: Exchange approval, the closing of the Transaction, satisfaction of the Escrow Conditions, payment of the Cash Commission from escrow, granting the Compensation Options to the Agent and the conversion of the Subscription Receipts into Resulting Issuer Shares and Resulting Issuer Warrants). Cluny and Teonan made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Teonan to execute and achieve its business objectives, 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; the inability of Cluny or Teonan to complete the Transaction on the terms disclosed in this news release, or at all; reliance on key and qualified personnel; regulatory and other risks associated with the cannabis industry in general, including changes to the Cannabis Act and related legislation, the reinstatement or continuance of government confinement measures and other measures related to the COVID-19 pandemic, 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.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.