Neither
Pursuant to the Engagement Letter, Regent will act as lead agent, on its own behalf and on behalf of a syndicate of agents that will include
Think Private Placement
Under the Think Private Placement, the Subscription Receipts will be offered at a price of
Upon closing of the Proposed Transaction, each Think Unit Share will be automatically exchanged for one common share in the capital (a "Resulting Issuer Share") of the resulting issuer of the Proposed Transaction (the "Resulting Issuer") and each Think Unit Warrant will be automatically exchanged for one common share purchase warrant (a "Resulting Issuer Warrant") of the Resulting Issuer. Each Resulting Issuer Warrant will be exercisable into one Resulting Issuer Share at a price of
Think has also granted to Regent an option exercisable up to 48 hours prior to the Think Closing Date to arrange for the purchase of up to an additional 2,500,000 Subscription Receipts for additional gross proceeds of up to
The gross proceeds of the Think Private Placement, less the Agents' expenses and 50% of the Cash Fee (as defined below) which will be paid upon closing of the Think Private Placement, will be deposited in escrow at closing pending the satisfaction of the Escrow Release Conditions. If either: (i) the Escrow Release Conditions are not satisfied on or before the escrow release deadline to be stipulated in the Subscription Receipt Agreement; or (ii) prior to such escrow release deadline, PCL and/or Think advises the Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts will be cancelled and the escrowed funds shall be returned to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement.
In connection with the Think Private Placement, the Agents will be paid a cash commission of up to 8% of the gross proceeds raised under the Think Private Placement (the "Cash Fee") and will be issued such number of non-transferable share purchase warrants (the "Compensation Options") up to 8% of the Subscription Receipts sold under the Think Private Placement. Each Compensation Option will entitle its holder to acquire one common share in the capital of Think at the Issue Price for a period of 24 months following the Think Closing Date. The Compensation Options shall be exchanged for non-transferable share purchase warrants of the Resulting Issuer upon completion of the Proposed Transaction. In addition, Think will pay Regent a corporate finance fee upon closing of the Think Private Placement.
The Think Private Placement shall be completed on such date to be determined between Think, PCL and Regent.
Think intends to use the net proceeds from the Think Private Placement for sales growth, product development, strategic acquisitions and general corporate purposes.
PCL Private Placement
Under the PCL Private Placement, the PCL Units will be offered at the Issue Price per PCL Unit for aggregate gross proceeds of up to
In connection with the PCL Private Placement, the Agents will be paid a cash commission up to 8% of the gross proceeds raised under the PCL Private Placement (the "Cash Fee") and will be issued such number of non-transferable share purchase warrants (the "PCL Compensation Options") up to 8% of the PCL Units sold under the PCL Private Placement. Each PCL Compensation Option will entitle its holder to acquire one common share in the capital of PCL at the Issue Price for a period of 24 months following the PCL Closing Date.
The PCL Private Placement shall be completed on such date to be determined between PCL, Think, and Regent, and at the latest, completed concurrently with the Proposed Transaction.
About Think
Think is a developer of artificial intelligence software solutions. Think's cloud-native AI platform utilizes natural language processing (NLP), computer vision and neural networks to ingest and process large volumes of data, learn from this data, and find patterns to assist businesses with planning and management.
About PCL
PCL is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the merger agreement in respect of the Proposed Transaction. The principal business of PCL is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.
Forward-Looking Statements Disclaimer and Reader Advisory
Not for dissemination in
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. PCL assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to PCL. Additional information identifying risks and uncertainties is contained in filings by PCL with the Canadian securities regulators, which filings are available at www.sedar.com.
Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Common shares in the capital of PCL will remain halted until such time as permission to resume trading has been obtained from the Exchange. PCL is a reporting issuer in
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