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    PCL.P   CA71383H2090

PERN CAPI

(PCL.P)
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Perihelion Capital Ltd :. Provides Update to Qualifying Transaction with Think Technologies Corp.

02/01/2021 | 11:57pm EST

/THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES BEING OFFERED HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES ABSENT U.S. REGISTRATION OR AN APPLICABLE EXEMPTION FROM U.S. REGISTRATION REQUIREMENTS./

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

TSX Venture Exchange: PCL.P

VANCOUVER, BC, Feb. 1, 2021 /CNW/ - Perihelion Capital Ltd. (TSXV: PCL.P) (the "Company") announces that further to its news release dated October 28, 2020, the Company has entered into an amending agreement dated January 29, 2021 (the "Amending Agreement") to its merger agreement dated October 26, 2020 (the "Merger Agreement") with Think Technologies Corp. ("Think") and 1203500 B.C. Ltd., a wholly-owned subsidiary of the Company, in connection with a proposed combination of the business of Think with the Company (the "Proposed Transaction"). 

Pursuant to the Amending Agreement, Perihelion and Think have agreed to extend the outside date for the completion of the Proposed Transaction to March 31, 2021.

Think Technologies Corp.

Think is an emerging leader in 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.

For more information, visit www.thinktech.ai.

Perihelion Capital Ltd.

The Company 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 the Company 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 (as defined in the policies of the Exchange) in accordance with the policies of the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the Exchange acceptance and, if applicable pursuant to the 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 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 the Company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company and Think with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction and (ii) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company and Think's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and Think believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forward- looking information may be affected by risks and uncertainties in the business of the Company and Think and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and Think have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company and Think do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

SOURCE Perihelion Capital Ltd.

© Canada Newswire, source Canada Newswire English

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Financials
Sales 2020 - - -
Net income 2020 -0,09 M -0,07 M -0,07 M
Net cash 2020 0,08 M 0,06 M 0,06 M
P/E ratio 2020 -1,36x
Yield 2020 -
Capitalization 3,48 M 2,78 M 2,78 M
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees -
Free-Float -
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Managers and Directors
Alexandros Tzilios President, Chief Executive Officer & Director
Darius Eghdami Chief Financial Officer, Secretary & Director
Duncan McIntyre Independent Director
Shafin Diamond Tejani Independent Director
Amitay Weiss Director