Toronto, Ontario–(Newsfile Corp. – August 9, 2018) – Platform Eight Capital Corp. (TSXV: PEC.P) (the “Corporation“) is pleased to announce that its shareholders approved all resolutions brought before them at the Corporation’s special meeting of shareholders (the “Meeting“) held in Toronto on August 9, 2018, including the approval of all matters relating to its proposed three-cornered amalgamation (the “GrowForce Transaction“) with GrowForce Holdings Inc. (“GrowForce“). The GrowForce Transaction is intended to constitute the Corporation’s “qualifying transaction” pursuant to the policies of the TSX Venture Exchange (“TSXV“).
The matters approved at the Meeting include the following:
- Election of Rishi Gautam, John Travaglini, David Sharpe, Lorne Sugarman, Robert Silver and Moya Cahill as directors of the Corporation to act as directors of the Corporation from the closing of the GrowForce Transaction until the next annual meeting of the shareholders of the Corporation;
- Reappointment of MNP LLP as auditors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation, at a remuneration to be fixed by the directors;
- Consolidation of the Corporation’s issued and outstanding common shares on the basis of up to 20 pre-consolidation common shares of the Corporation for every one post-consolidation common share and the change of the name of the Corporation to “GrowForce Holdings Corp.” to take effect upon the closing of the GrowForce Transaction; and
- Approval of an amended and restated stock option plan of the Corporation and a restricted share unit plan of the Corporation to take effect upon the closing of the GrowForce Transaction.
More specific details of the matters approved at the Meeting are set forth in a management information circular of the Corporation dated July 13, 2018 and posted on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
In connection with the GrowForce Transaction and pursuant to TSXV requirements, the Corporation will file a filing statement on SEDAR, which will contain further details regarding the GrowForce Transaction, the Corporation, GrowForce and the resulting issuer. The GrowForce Transaction remains subject to the approval of the TSXV and satisfaction of closing conditions customary to transactions of this nature and there can be no assurance that the GrowForce Transaction will be completed as proposed or at all.
About Platform Eight Capital Corp.
The Corporation is incorporated under the Business Corporations Act (Ontario) and is a Capital Pool Company listed on the TSXV. The Corporation has no commercial operations and has no assets other than cash. For further information please see the final prospectus of the Corporation dated January 9, 2018, filed on SEDAR at www.sedar.com.
For further information please contact:
Chief Executive Officer
Completion of the GrowForce Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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 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 proposed GrowForce Transaction and has neither approved nor disapproved the contents of this press release. Neither the 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.
This press release contains statements that constitute “forward-looking information” (collectively, “forward–looking statements“) within the meaning of the applicable Canadian securities legislation, All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements regarding: approval of the qualifying transaction and the terms, conditions, and completion of the GrowForce Transaction. In making the forward- looking statements contained in this press release, the Corporation has made certain assumptions, including that: all applicable regulatory approvals for the GrowForce Transaction will be received. Although the Corporation believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: delay or failure to receive regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.