(TheNewswire)
Not for distribution to UnitedStates newswire services or for release publication, distribution ordissemination directly, or indirectly, in whole or in part, in or intothe United States.
February 9, 2024 – TheNewswire-- Vancouver, British Columbia - Zidane CapitalCorp. (“ Zidane ”), (NEX:ZZE.H) a capital pool company, announces that the letter of intentZidane had entered into with Southern Sky Resources Corp.(“ Southern Sky ”) as announced by a news release dated October 30, 2023,has expired and will not be extended by the parties.
The parties made extensive efforts to complete theproposed transaction. However, market conditions are such that theproposed transaction could not be completed within a timeframe thatmet the parties’ expectations.
No monies were advanced by Zidane to Southern Sky.Southern Sky has reimbursed Zidane for all of its expenses incurred inconnection with pursuing the proposed qualifying transaction.
As a result, Zidane is now actively seeking a businessto acquire as its qualifying transaction. Zidane is in the process ofseeking approval from the TSX Venture Exchange (the “ Exchange ”) for theresumption of trading of Zidane’s common shares on the Exchange’sNEX Board.
New CPC Policy
Pursuant to recent changes by the Exchange to itsCapital Pool Company (“ CPC ”) program and Exchange Policy 2.4 – Capital PoolCompanies (" Policy 2.4 "),which became effective as of January 1, 2021 (the " New CPC Policy "), Zidane obtained the requisite approvals of theshareholders of Zidane (the " Shareholders ")to adopt and align the Company with the New CPC Policy at its AnnualGeneral and Special Meeting of Shareholders (the " Meeting ") heldon December 29, 2023.
Amendments to the CPC EscrowAgreement
At the Meeting, as required to give effect to the NewCPC Policy, Shareholders were asked to pass an ordinary resolution bythe affirmative vote of not less than a majority of the votes cast bydisinterested shareholders who vote in respect thereof, in person orby proxy (" DisinterestedApproval "), to amend Zidane’s escrowagreement dated as of March 29, 2011 entered into among Zidane, theseed shareholders, and the TSX Trust Company as the escrow agent (the“ CPC EscrowAgreement ”).
Under the New CPC Policy, securities subject to a CPCescrow agreement are subject to an 18-month escrow period, as opposedto the 36-month period previously required under Policy 2.4. At theMeeting, Zidane obtained Disinterested Approval to amend the terms ofthe CPC Escrow Agreement to which it is a party to reduce the lengthof the term of any escrow provision to an 18-month escrow term, aspermitted by Section 10.2 of the New CPC Policy. In seeking suchDisinterested Approval, Zidane excluded all votes attached to itscommon shares held by shareholders who are parties to the CPC EscrowAgreement, as well as their Associates and Affiliates.
Other Changes
Under the New CPC Policy, Zidane is permitted to adoptother transition provisions without obtaining shareholder approval. Asa result, Zidane intends to adopt the changes under the New CPC Policythat do not require shareholder approval, including, but not limitedto:
-
a) increasing the maximumaggregate gross proceeds to the treasury that the Company can raisefrom the issuance of common shares under the Company's initial publicoffering, Seed Shares and private placements tothe new maximum of $10,000,000, rather than $5,000,000 which waspreviously the limit for a CPC that had not completed its QualifyingTransaction;
-
b) removing the restriction whichprovided that no more than the lesser of 30% of the gross proceedsfrom the sale of securities issued by the Company and $210,000 may beused for purposes other than identifying and evaluating assets orbusinesses and obtaining shareholder approval for a proposedQualifying Transaction, and implementing the restrictions on thepermitted use of proceeds and prohibited payments under the New CPCPolicy, under which reasonable general and administrative expenses notexceeding $3,000 per month are permitted;
-
c) removing the restriction on theCompany issuing new agent's options in connection with a privateplacement; and
-
d) removing the restriction suchthat now one person has the ability to act as the chief executiveofficer, chief financial officer and corporate secretary of theCompany at the same time, for which the Company had previouslyobtained a waiver.
The proposed amendments have been approved by theExchange.
Approval of Stock Option Plan
The Exchange has approved Zidane’s new 10% rollingstock option plan under which the total number of common shares ofZidane reserved for issuance is 10% of common shares of Zidaneoutstanding as at the date of grant of any stock option. Theshareholders of Zidane approved the Plan at the Meeting.
About Zidane
Zidane is a company existing under the laws of BritishColumbia, a reporting issuer in British Columbia and Alberta, and acapital pool company within the meaning of thepolicies of the Exchange listed on the Exchangeunder the Symbol ZZE.H. Zidane has not commencedcommercial operations and has no assets other than cash. Except asspecifically contemplated in the policies of the Exchange, until thecompletion of its "Qualifying Transaction" (as definedtherein), Zidane will not carry on business other than theidentification and evaluation of companies, businesses or assets witha view to completing a proposed Qualifying Transaction.
As of the date hereof, Zidane has 5,225,276 commonshares issued and outstanding.
For further information, please contact:
Casper Bych, Chief Executive Officer of Zidane CapitalCorp.
Telephone: 604.417.6375
Email: casper@mvcap.ca
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATIONSERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXVENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACYOF THIS RELEASE.
Copyright (c) 2024 TheNewswire - All rights reserved.