Churchill Diamond Corporation entered into a letter agreement to acquire 9 Capital Corp. (TSXV:NCPL.P) in a reverse merger transaction for CAD 1.8 million.
Subject to applicable shareholder and Exchange approval, it is anticipated that the officers and directors of the combined company will be Paul Sobie, President and Chief Executive Officer and Director, Paul Robertson, Chief Financial Officer and Corporate Secretary, Bill Fisher, Director, Alec Rowlands, Director. Transaction is conditional upon listing of the resulting issuer shares on TSXV, Churchill shall have obtained the approval of its Board of Directors and shareholders, regulatory consents from relevant governmental authorities, on completion of the business combination, each of the parties as required by the TSXV shall have entered into an escrow agreement, dissent rights will not have been exercised in respect of a total number of Churchill Common shares which would, if such shares were converted into 9 Capital Shares pursuant to the business combination, exceed 5% of the 9 Capital shares outstanding upon completion of the business combination, resignation of each of the Directors and officers of 9 Capital, the completion of the non-brokered private placement and other customary closing conditions. Letter Agreement shall terminate in the event that a definitive business combination agreement is not entered into among the parties by January 31, 2021. An annual and special meeting of shareholders of 9 Capital will be held on April 8, 2021. As of June 7, 2021, TSXV conditionally approved the transaction. Closing of the transaction is expected to occur on or about June 16, 2021.
Chris Irwin of Irwin Lowy LLP acted as the legal advisor to 9 Capital and Jay Goldman of Cassels Brock & Blackwell LLP acted as the legal advisor to Churchill as part of the transaction. TSX Trust Company acted as Transfer Agent for 9 Capital.