Sol Cuisine Inc. completed the acquisition of Platform 9 Capital Corp. (TSXV:PN.P) in a reverse merger transaction.
Completion of the proposed transaction is subject to a number of conditions including, but not limited to: (a) completion of satisfactory due diligence; (b) execution of a definitive agreement; (c) receipt of regulatory approvals; (d) acceptance of the proposed transaction as Platform 9's Qualifying Transaction by the TSXV; (e) receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV; (f) shareholders of Platform 9 approving certain matters ancillary to the Proposed Transaction, including the Consolidation, the appointment of new director nominees of Sol Cuisine and a change in name of Platform 9 to include Sol Cuisine, all subject to the completion of the proposed transaction. As of May 7, 2021, TSX Venture Exchange has conditionally approved the business combination. TSX Trust Company is acting as transfer agent of Platform 9 Capital. As of May 7, 2021, assuming all conditions are satisfied, Platform 9 and Sol Cuisine anticipate to close the transaction on or about May 19, 2021.
Sol Cuisine Inc. completed the acquisition of Platform 9 Capital Corp. (TSXV:PN.P) in a reverse merger transaction on May 19, 2021. Immediately prior to the closing of the Transaction, the Company consolidated its issued and outstanding common shares on a 16.2076:1 basis (the Consolidation) and changed its name from Platform 9 Capital Corp. to Sol Cuisine Ltd.. In connection with the transaction, the Company's Board of Directors has been reconstituted and is now comprised of the following individuals: Mike Fata (Chair), Dror Balshine, Mary Dalimonte, Beena Goldenberg and Lisa Swartzman. In addition, the Board has appointed John Flanagan as Chief Executive Officer, David McLaren as Chief Financial Officer, Dror Balshine as President, Ken Cross as Chief Marketing Officer, Sarah Cline as Vice President of Sales, Prashin Chaturvedi as Vice President Supply Chain and CI, Michael Presley as Vice President Finance and Jason Saltzman as Corporate Secretary. Final acceptance of the Transaction will occur upon the issuance of the Final Exchange Bulletin by the TSXV. Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the TSXV under the symbol VEG at the opening of markets on May 26, 2021. Gowling WLG (Canada) LLP acted as legal advisor to Sol Cuisine, WeirFoulds LLP acted as legal advisor to Platform 9 and Dentons Canada LLP acted as legal advisors to the Agents in connection with the Transaction.