TORONTO, March 22, 2022 (GLOBE NEWSWIRE) -- Logica Ventures Corp. (the “Company”) (TSXV: LOG.P) is pleased to announce that due to changes announced by the TSX Venture Exchange (the “Exchange”) to its Capital Pool Company 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. The Company also announces that it will postpone its upcoming annual and special meeting of its shareholders until April 7, 2022.
Pursuant to the New CPC Policy, in order for the Company to align certain of its policies with the New CPC Policy it is required to obtain the approval of disinterested shareholders of the Company. As a result, the Company will be seeking such approval at its upcoming annual and special meeting of shareholders now scheduled to be held on April 7, 2022 (the “Meeting”) to, among other things, remove the consequences of failing to complete a Qualifying Transaction (“QT”) within 24 months of the Company’s date of listing on the Exchange (the “Listing Date”). The proposed amendments are described in further detail below.
Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date
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 the common shares of the Company (the “Shares”) to be delisted or suspended, or, subject to the approval of the majority of the Company’s shareholders, transferring Shares to list on the NEX and cancelling certain seed shares. The New CPC Policy has removed these consequences assuming disinterested shareholder approval is obtained. The Company intends to ask 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.
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:
- increasing the maximum aggregate gross proceeds to the treasury that the Company can raise from the issuance of 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;
- 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;
- removing the restriction on the Company issuing new agent’s options in connection with a private placement; and
- 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.
New Directors and Officers
Mr. Thomas Tewoldemedhin resigned as a director of the Company effective March 7, 2022. The Company thanks Mr. Tewoldemedhin for his service and wishes him the best in his future endeavours. The Company is also pleased to announce the appointment of Ryan Roebuck as a director and Chief Executive Officer of the Company, Clayton Fisher as a director of the Company and Dylan Pillay as Chief Financial Officer and Corporate Secretary of the Company, who will fill the vacancy following the resignation of previous directors of the Company.
Appointment of the new directors and officers of the Company is subject to Exchange approval as well as shareholder approval at the upcoming Meeting.
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, 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.
Forward-Looking Information
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, approval by the Exchange and shareholder approval of the new directors and officers of the Company 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 “will 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 shareholders and the Exchange. 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:
Logica Ventures Corp.
Munaf Ali, Director
Telephone: 416-831-3598
Email: ir@logicaventures.com
