Business
Whatcom Capital II Corp. and Terrazero Technologies Inc. Announce Execution of Definitive Agreement for Proposed Qualifying Transaction
Vancouver, British Columbia--(Newsfile Corp. - February 1, 2023) - Further to its press release d...
About this update from Whatcom Capital Ii Corp.
[{"type":"text","content":"Whatcom Capital II Corp. and Terrazero Technologies Inc. Announce Execution of Definitive Agreement for Proposed Qualifying TransactionVancouver, British Columbia--(Newsfile Corp. - February 1, 2023) - Further to its press release dated September 22, 2022, Whatcom Capital II Corp. (TSXV: WAT.P) (\"Whatcom\" or the \"Corporation\") and Terrazero Technologies Inc. (\"TZ\") are pleased to announce that they have entered into a definitive business combination agreement (the \"Definitive Agreement\") which, subject to certain conditions and applicable TSX Venture Exchange (\"TSXV\") approval, will result in the reverse takeover of Whatcom by TZ and will constitute Whatcom's \"Qualifying Transaction\" (the \"Transaction\"), as defined by TSXV Policy 2.4 - Capital Pool Companies (\"Policy 2.4\").Summary of the Transaction Pursuant to the Definitive Agreement, on closing of the proposed Transaction, it is expected that: (i) Whatcom will consolidate (the \"Consolidation\") all of the then issued and outstanding common shares of the Corporation (the \"Whatcom Shares\") on the basis of one post-consolidation Whatcom Share for each previously outstanding 3.5 Whatcom Shares (such post-Consolidation Whatcom Shares the \"Resulting Issuer Shares\"); (ii) All of the issued and outstanding preferred shares in the capital of TZ will be converted to common shares in the capital of TZ in accordance with TZ's constating documents; (iii) TZ and 1396032 B.C. Ltd., a wholly-owned subsidiary of Whatcom, will be amalgamated under the Business Corporations Act (British Columbia) (the \"Amalgamation\") and continue as one corporation called TZ Technologies Operating Corp. (\"Amalco\"), which will be a wholly-owned subsidiary of Whatcom; (iv) Whatcom will change its name to TerraZero Technologies Inc., (on a post-closing basis, the \"Resulting Issuer\"); (v) Holders of the common shares in the capital of TZ will receive one Resulting Issuer Share for each TZ share, and the TZ shares will be canceled; and(vi) Each outstanding option, warrant and broker warrant exercisable to acquire shares in the capital of TZ will be exchanged for one replacement option, warrant or broker warrant, as applicable, exercisable at the equivalent price to acquire a Resulting Issuer Share. The parties to the Transaction are at arm's length and therefore the approval of the shareho...