Platform 9 Capital Closes Subscription Receipt Financing

Newsfile Corp.
·8 min read

Toronto, Ontario--(Newsfile Corp. - April 15, 2021) - Platform 9 Capital Corp. (TSXV: PN.P) (the "Company" or "Platform 9") is pleased to announce that, further to its news release dated April 14, 2021, Sol Cuisine Inc. ("Sol Cuisine") has today completed its brokered private placement ("Private Placement") of 6,000,231 subscription receipts ("Subscription Receipts") at a price of C$2.15 per Subscription Receipt, which together with an investment to be made by certain existing shareholders of Sol Cuisine on similar terms prior to completion of the Company's qualifying transaction with Sol Cuisine (the "Proposed Transaction") will raise gross proceeds of approximately C$15 million (the "Funding Amount").

The Private Placement was led by Canaccord Genuity Corp., as lead agent, in addition to CIBC World Markets Inc. and National Bank Financial Inc. (the "Agents"). Each Subscription Receipt entitles the holder to receive, without payment of additional consideration, one unit ("Unit") of Sol Cuisine upon satisfaction or waiver of the Escrow Release Conditions (as defined herein). Each Unit consists of one common share of Sol Cuisine (a "Sol Share") and one-half of one Sol Share purchase warrant (each whole warrant, a "Sol Warrant"). Each Unit shall be exchanged, without further consideration or action on the part of the holder for one unit (a "Resulting Issuer Unit") of the Resulting Issuer, upon completion of the Proposed Transaction. Each Resulting Issuer Unit will consist of one common share of the Resulting Issuer (a "Resulting Issuer Share") and one-half of one Resulting Issuer Share purchase warrant (each whole warrant, a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant shall entitle the holder thereof to acquire one Resulting Issuer Share at a price of C$2.60 for a period of 24 months following the satisfaction or waiver of the Escrow Release Conditions (as defined herein), subject to the right of the Resulting Issuer to accelerate the expiry date of the Resulting Issuer Warrants in the event that the closing price of the Resulting Issuer Shares on the TSXV remains equal to or higher than C$3.90 for 20 consecutive trading days (the "Acceleration Trigger Date").

The gross proceeds from the sale of the Subscription Receipts (less customary deductions) are being held in escrow (the "Escrowed Proceeds") by TSX Trust Company (the "Escrow Agent") (the Escrowed Proceeds, together with any interest and other income earned pending satisfaction of the Escrow Release Conditions, are referred to as the "Escrowed Funds"). The Escrowed Funds will be released from escrow to Sol Cuisine upon the satisfaction of the following conditions, among others, (the "Escrow Release Conditions") on or prior to the day that is 120 days from the closing of the Private Placement (the "Escrow Deadline"): (a) the receipt of all required shareholder, regulatory, and other approvals, including without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares and the Proposed Transaction; (b) the Funding Amount being achieved; and (c) Sol Cuisine and Platform 9 having delivered a direction to the Escrow Agent confirming that the conditions of release have been met or waived. If the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, the Escrowed Funds shall be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds are not sufficient to refund the aggregate issue price paid by the holders of the Subscription Receipts, Sol Cuisine will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall. Following the satisfaction of the Escrow Release Conditions and the completion of the Proposed Transaction, the net proceeds from the Offering are anticipated to be used, principally, for sales, marketing and growth initiatives, working capital and general corporate purposes, repayment of debt and for capital expenditures. While the Resulting Issuer intends to spend the funds available to it as stated above, there may be circumstances where for sound business reasons a reallocation of funds may be necessary.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) receipt of regulatory approvals; (b) acceptance of the Proposed Transaction as Platform 9's Qualifying Transaction by the TSXV; (c) receipt of approval for the listing of the Resulting Issuer Shares by the TSXV; (d) shareholders of Platform 9 approving certain matters ancillary to the Proposed Transaction, all subject to the completion of the Proposed Transaction. There can, however, 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 securities of a capital pool company should be considered highly speculative. Shares of Platform 9 are currently halted from trading on the TSXV, and trading is not expected to resume until closing of the Proposed Transaction.

This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press 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 STATEMENTS

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Platform 9, Sol Cuisine and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Transaction, the terms on which the Proposed Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release, including completion of the Proposed Transaction (and the proposed terms upon which the Proposed Transaction is proposed to be completed), expectations relating to the use of proceeds of the Offering and the satisfaction of the Escrow Release Conditions, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the industry, market conditions, economic factors, management's ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although Platform 9 and Sol Cuisine have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Platform 9 and Sol Cuisine undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

About Platform 9 Capital Corp.

Platform 9 Capital Corp. is incorporated under the laws of the Province of Ontario and is a Capital Pool Company listed on the TSXV. It has not commenced commercial operations and has no assets other than cash. For further information, please see the final prospectus of the Company dated May 17, 2018 filed on SEDAR at www.sedar.com.

For more information please contact:

John Travaglini, Chief Executive Officer
Platform 9 Capital Corp.
Telephone: (416) 861-1100

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80569