Anquiro Ventures Ltd. Announces Results of Annual General and Special Meeting to Adopt and Align the Company with the New CPC Policy

August 25, 2021 4:03 PM EDT | Source: Anquiro Ventures Ltd.

Vancouver, British Columbia--(Newsfile Corp. - August 25, 2021) - Anquiro Ventures Ltd. (TSXV: AQR.P) (the "Company" or "Anquiro"), a capital pool company listed on the TSX Venture Exchange ("TSXV" or the "Exchange"), announces that, pursuant to recent changes by the TSXV to its Capital Pool Company program and TSXV Policy 2.4 - Capital Pool Companies ("Policy 2.4"), which became effective as at January 1, 2021 (the "New CPC Policy"), Anquiro intends to sought and received the requisite approvals of the shareholders of Anquiro (the "Shareholders") to adopt and align the Company with the New CPC Policy at its July 8, 2021 Annual General and Special Meeting of Shareholders (the "Meeting").

Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the TSXV Corporate Finance Manual or the New CPC Policy.

At the Meeting, as required to give effect to the New CPC Policy, Shareholders passed ordinary resolution by the affirmative vote of not less than a majority of the votes cast by disinterested Shareholders who vote in respect thereof, in person or by proxy ("Disinterested Approval"), to:

  • approve the removal of the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy; and

  • authorize the Company to make certain amendments to the Company's escrow agreement to effect certain changes contemplated under the New CPC Policy.

Consequences of Failing to Complete a QT within 24 Months of the Listing Date

Under Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having its common shares delisted or suspended from the Exchange, or (ii) subject to the approval of the majority of shareholders, transferring its common shares to list on the NEX and cancelling certain Seed Shares issued to the Company's founders.

The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under Policy 2.4, will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders and the Company, by allowing increased flexibility to complete such a transaction.

Anquiro sought Disinterested Approval to remove the consequences of not completing a Qualifying Transaction within 24 months after its Listing Date. In seeking such Disinterested Approval, Anquiro excluded all votes attached to the Anquiro common shares held by certain directors and officers of the Company who own Seed Shares, who in the aggregate, hold or control, directly or indirectly, 2,500,001 Anquiro common shares.

Amendments to the Escrow Agreement

At the Meeting, Anquiro also sought Disinterested Approval to amend the terms of any CPC Escrow Agreement to which it is a party to reduce the length of the term of any escrow provision to an 18- month escrow term, as permitted by Section 10.2 of the New CPC Policy.

In seeking such Disinterested Approval, Anquiro excluded all votes attached to the Anquiro common shares held by certain directors and officers of the Company, who own Seed Shares, and who are parties to the CPC Escrow Agreement, who in aggregate, hold or control, directly or indirectly, 2,500,001 Anquiro common shares.

ON BEHALF OF THE BOARD

SIGNED: "Keturah Nathe"

Keturah Nathe
Chief Executive Officer, President and Director
Contact: Keturah Nathe
(604) 336-8611

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.

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