Dash Capital Corp. and Simply Solventless Concentrates Ltd. Announce Fourth Amending Agreement
Calgary, Alberta--(Newsfile Corp. - February 16, 2023) - Dash Capital Corp. (TSXV: DCX.P) ("Dash") and Simply Solventless Concentrates Ltd. ("SSC") are pleased to announce that Dash, SSC and Dash Subco (as defined below) have entered into a fourth amending agreement to the Amalgamation Agreement (as defined below) dated February 13, 2023 (the "Fourth Amending Agreement").
Fourth Amending Agreement
Dash and SSC continue working towards a Q1 2023 closing of the Transaction (as defined below).
Dash, SSC and 2366191 Alberta Ltd. ("Dash Subco"), a wholly owned subsidiary of Dash, entered into an amalgamation agreement dated August 6, 2021 (the "Amalgamation Agreement"), as amended effective December 31, 2021, May 31, 2022 and November 21, 2022, which, among other things, sets forth the terms and conditions of the business combination, which will constitute the Qualifying Transaction (as defined in TSX Venture Exchange ("TSXV") policies) of Dash (the "Transaction").
On February 13, 2023, Dash, SSC and Dash Subco entered into the Fourth Amending Agreement to, among other things, contemplate the exchange, on a dollar-for-dollar basis, immediately prior to the closing of the Transaction of all issued and outstanding unsecured convertible debentures of SSC (the "SSC Debentures") for unsecured convertible debentures of the Resulting Issuer (as defined below) on the same terms and conditions as the SSC Debentures. A copy of the Amalgamation Agreement and subsequent amendments to the Amalgamation Agreement, including the Fourth Amending Agreement, have been filed on Dash's SEDAR profile and are available for viewing at www.sedar.com.
Upon completion of the Transaction, it is intended that Dash (the "Resulting Issuer") will continue SSC's business in the cannabis industry. Details of the Transaction, including the amount and type of proposed consideration, were previously disclosed in the news releases of Dash dated June 11, 2021, August 9, 2021, February 3, 2022, March 16, 2022, July 6, 2022, July 21, 2022, and November 29, 2022.
The completion of the Transaction is subject to a number of conditions precedent, including, but not limited to, the satisfaction or waiver of closing conditions customary to transactions of the nature of the Transaction, obtaining all requisite shareholder and corporate approvals, approvals of all regulatory bodies having jurisdiction in connection with the Transaction, and the final approval of the TSXV, including the satisfaction of its initial listing requirements. There can be no assurance that the Transaction will be completed as proposed or at all. A filing statement in respect of the Transaction will be prepared in accordance with the requirements of the TSXV and will be filed under Dash's issuer profile on SEDAR at www.sedar.com.
About Dash Capital Corp.
Dash is a public company incorporated under the Business Corporations Act (Alberta). Dash's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative.
About Simply Solventless Concentrates Ltd.
SSC is a private company incorporated under the Business Corporations Act (Alberta). SSC's mission is to provide pure, potent, terpene-rich solventless concentrates to discerning cannabis consumers. For more information regarding SSC, please see www.simplysolventless.ca.
All information contained in this press release with respect to Dash and SSC was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information:
Dash Capital Corp.
Darrell Denney, Chief Executive Officer
Simply Solventless Concentrates Ltd.
Jeff Swainson, Special Advisor to the Board of Directors
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.
Notice on Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the exchange of SSC Debentures for unsecured convertible debentures of the Resulting Issuer, the closing of the Transaction and the business of the Resulting Issuer. Dash cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Dash and SSC, including expectations and assumptions concerning Dash, SSC, the Resulting Issuer, the Transaction, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Amalgamation Agreement, Amending Agreement, Second Amending Agreement, Third Amending Agreement and Fourth Amending Agreement, as well as other risks and uncertainties, including those described in Dash's final prospectus dated April 26, 2021 filed with the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, and the Ontario Securities Commission and available on SEDAR at www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Dash and SSC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Dash and SSC do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for distribution to U.S. news wire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/155075