Toronto Cleantech Capital Inc. and Turkey Hill Sugarbush Ltd. Announce Proposed Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - May 8, 2023) - Toronto Cleantech Capital Inc. (TSXV: YAY) ("TCC" or the "Corporation") and Turkey Hill Sugarbush Ltd. ("THS"), are pleased to announce that they have entered into a non-binding letter of intent (the "LOI") dated May 8, 2023 with respect to a proposed reverse takeover whereby TCC will acquire all of the issued and outstanding shares of a newly incorporated corporation ("NewCo."), following the acquisition by NewCo. of all of the business and assets of THS in consideration for the issuance of common shares of the Corporation (the "Transaction").

TCC intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSX Venture Exchange (the "TSXV"). The deemed price of the Qualifying Transaction is $3,500,000. The Corporation, upon completion of the Transaction, expects to change its name to "Turkey Hill Sugarbush Inc." or such other name as may be approved by THS (the "Name Change"), such entity to be referred to herein as the "Resulting Issuer". The Transaction does not constitute a Non-Arm's Length Qualifying Transaction, as such term is described in the CPC Policy of the TSXV.

The Resulting Issuer will carry on its operation as a leader in the Maple Syrup Industry. It will remain focused on innovation and professional packaging while providing products ranging from Maple Cream Cookies to Maple Chocolates and Fudge to Maple Candies, Teas and Coffee. As one of Canada's leading Maple Syrup exporters, Turkey Hill Sugarbush Inc. will continue to ship products across Canada, throughout the United States and around the world.

The price paid for the THS assets by NewCo shall be satisfied by such number of shares of NewCo equal to the balance of the purchase price owed to THS divided by the final purchase price of a Subscription Receipt (as described below) under the Offering (as described below).

About the Target

Starting as a family owned maple syrup farm in Knowlton, Quebec, Turkey Hill Sugarbush Ltd. was incorporated in 1976, to package and sell maple products. Forty-four years later, the company continues to grow; having moved from a 1,200 sq ft building to a 50,000 sq ft facility which houses Turkey Hill's state of the art bottling plant, distribution center and corporate offices. Ever since its founding, its reputation has been built on an unwavering dedication to excellence. Turkey Hill carefully selects only premium quality syrup from producers who meet their high standards for purity and taste. With over 100 different products, their clients, who range from travel & tourism, gourmet foods, specialty shops to supermarkets, recognize Turkey Hill as a brand they can trust.

General Information Regarding the Transaction

The Transaction is expected to be structured as a reverse takeover ("RTO") under the rules and policies of the TSXV. Upon completion of the Transaction, the Resulting Issuer will continue to carry on the business of THS.

The purchase price for the acquisition of the outstanding equity securities of NewCo will be satisfied through the issuance of common shares of the Corporation to the shareholders of NewCo, to ultimately form the Resulting Issuer.

The transaction terms outlined in the LOI are non-binding, and the Transaction is subject to the parties successfully entering into a definitive agreement (the "Definitive Agreement") in respect of the Transaction by August 15, 2023, or such other date as TCC and THS may mutually agree. The LOI also contemplates other material conditions precedent to the closing of the Transaction (the "Closing"), including the completion by NewCo of a concurrent financing of subscription receipts ("Subscription Receipts") at a price of $0.184 per Subscription Receipt, to raise minimum aggregate gross proceeds of $3,500,000 (the "Offering"), NewCo owning or holding all intellectual property assets necessary for the operation of the business of THS as it is currently conducted and contemplated, customary due diligence, compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, third-party, board and shareholder approvals being obtained.

Summary of the Offering

On closing of the Offering, the proceeds of the Offering will be held in escrow pursuant to a subscription receipt agreement. Proceeds of the Offering will be used to restructure the Resulting Issuer's balance sheet, including the discharge of a royalty obligation as well as to fund operations and expand its distribution partners and channels domestically and internationally.

Each Subscription Receipt will be automatically converted into one unit of NewCo (each, a "Unit"), on the date that: (i) all conditions precedent to the completion of the Transaction have been satisfied to the satisfaction of the parties.

Additional Information

If and when a Definitive Agreement between the Corporation and NewCo is executed, the Corporation will issue a subsequent press release in accordance with the policies of the TSXV containing the details of the Definitive Agreement and additional terms of the Transaction including information relating to financial information in respect of THS and NewCo, and additional information with respect to the Offering and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Transaction.

Completion of the Transaction is subject to a number of conditions including, but not limited to, completion of the Offering, the satisfaction of the Corporation and THS in respect of the due diligence investigations to be undertaken by each party, the completion of a Definitive Agreement in respect of the Transaction, closing conditions customary to transactions of the nature of the Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Transaction, TSXV acceptance of the Transaction as the Qualifying Transaction of TCC and, if required by the TSXV policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Transaction or the Offering 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 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.

Trading Halt

The common shares of TCC will be halted as of May 2, 2023 and the trading of common shares of TCC is expected to remain halted pending completion of a Qualifying Transaction.

For further information, please contact:

TCC Capital Corp.
James Sbrolla, President
Telephone: (416) 828-2077

Turkey Hill Sugarbush Ltd.
David Beutel, Chairman
Telephone: (647) 401-8834

 Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction and the Offering. The information about THS and NewCo contained in the press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and the Offering; the Transaction, the Offering and associated transactions will differ from those that currently are contemplated; and that the Transaction, the Offering and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on the Corporation's due diligence (which will be limited as the Corporation intends to rely upon the due diligence conducted by the Agent in connection with the Offering) and the receipt of tax, corporate and securities law advice for both TCC, THS and its parent holding entity. The statements in this press release are made as of the date of this release.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Not for distribution in the U.S. or to U.S. newswire services.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/165245