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Toronto Cleantech Capital Inc. Announces Proposed Qualifying Transaction with Turkey Hill Sugarbush Ltd.
Toronto, Ontario--(Newsfile Corp. - June 7, 2023) - Toronto Cleantech Capital Inc. (TSXV: YAY.P) ...
About this update from Ths Maple Holdings Ltd
[{"type":"text","content":"Toronto Cleantech Capital Inc. Announces Proposed Qualifying Transaction with Turkey Hill Sugarbush Ltd.Toronto, Ontario--(Newsfile Corp. - June 7, 2023) - Toronto Cleantech Capital Inc. (TSXV: YAY.P) (\"TCC\"), a capital pool company, is pleased to announce that it entered into a non-binding letter of intent (\"LOI\") with Turkey Hill Sugarbush Ltd. (\"THS\") on May 8, 2023. The LOI outlines the general terms and conditions pursuant to which TCC and THS expect to effect a business combination that will result in TCC acquiring all of the issued and outstanding securities of THS in exchange for securities of TCC and will result in a reverse take-over of TCC by THS (the \"Proposed Transaction\"), as described below. The Proposed Transaction will constitute a \"Qualifying Transaction\" of TCC under the policies of the TSX Venture Exchange (the \"Exchange\"), as such term is defined in Exchange Policy 2.4 - Capital Pool Companies (\"Policy 2.4\").The Qualifying TransactionPursuant to the terms of the LOI, TCC, THS and THS' parent entity, THS L.P. (the \"LP\"), will negotiate and enter into a definitive agreement (a \"Definitive Agreement\") and other transaction documentation, incorporating the principal terms of the LOI. Upon completion of the Proposed Transaction, TCC will have acquired 100% ownership of THS and the business of THS will become the business of the entity resulting from the Proposed Transaction (the \"Resulting Issuer\"). Pursuant to the Proposed Transaction, the existing shareholders of THS immediately prior to the Proposed Transaction will receive such number of common shares of TCC (\"TCC Shares\") equal to the value of, and in exchange for, the common shares of THS (\"THS Shares\") held by such shareholder, which is expected to be 2.874 TCC Shares for every one THS Share.For the purposes of the Proposed Transaction, the deemed value of each TCC Share shall be $0.184 per share based on the Issue Price of the Concurrent Financing (as such terms are defined below). The value of THS is anticipated to be $4,708,931, based on 8,903,733 THS Shares issued and outstanding immediately prior to the Proposed Transaction. It is anticipated that THS shareholders will represent 45.61% of the shareholders of the Resulting Issuer and TCC shareholders will represent the remainder.The final structure for the Proposed Transaction i...