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MONTREAL , April 16, 2021 /CNW/ - The Good Shroom Co Inc. (previously Cluny Capital Corp, the " Company " or " TGSC ") (TSXV: CLN.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the " Exchange "), is pleased to announce the completion of its Qualifying Transaction, which involved the amalgamation of Teonan Biomedical Inc. (" Teonan ") with the Company's wholly owned subsidiary, as part of a three cornered amalgamation between the parties (the " Transaction "). Immediately prior to the Transaction, the Company was continued under the Canada Business Corporations Act, its outstanding common shares were consolidated on a 3 for 1 basis (the " Consolidation ") and, the Company changed its name to "The Good Shroom Co Inc." (Les bons Champignons Inc.).
The Company is also pleased to announce the conversion of the subscription receipts (the " Subscription Receipts ") issued under the private placement offering (the " Offering ") closed on February 10, 2021 , and, led by Leede Jones Gables Inc. (the " Agent "), for gross proceeds of $2,875,000 . Each Subscription Receipt issued at $0.25 has been automatically exchanged for one common share (a " Share ") of the Company and one common share purchase warrant (a " Warrant ") of the Company (on a post-Consolidation basis). Each Warrant is exercisable at the price of $0.50 and expires February 10 , 2023. The Warrants may be subject to an accelerated expiry at the discretion of the Company if the volume weighted average closing price of the Shares is greater than $0.60 for a period of 10 consecutive trading days on the Exchange. In connection with the Offering, the Agent received a cash commission of $214,965 and 920,000 compensation options (" Compensation Options ") were issued, with each Compensation option granting the right to acquire one Share, at the price of $0.25 , for a period of 24 months. The securities issued under the Offering remain subject to resale restrictions until June 11, 2021 .
It is expected that the net proceeds of the Offering will be used to support the Company's retail initiative, marketing activities, development and launch of new products as well as for general working capital.
The full details of the Transaction are included in the Filing Statement available at www.sedar.com under the Company's profile. Final acceptance of the Transaction is subject to, and will occur, upon the issuance of the Final Exchange Bulletin after which, The Good Shroom Co will no longer be a capital pool company and will be classified as a Tier 2 Industrial Issuer trading under the symbol "MUSH". Subject to final approval, the Shares are expected to resume trading in the week of April 26, 2021 .
Following the Consolidation, the Company had 4,897,412 Shares outstanding. As part of the Transaction, 31,891,344 Shares were issued (includes a finder's fee consisting of 1,400,000 Shares issued to an arm's length party) and, with the conversion of the Subscription Receipts, the Company now has 48,288,753 Shares issued and outstanding and the following convertible securities: 11,500,000 Warrants, 920,000 Compensation Options, and 375,123 options, are outstanding.
In connection with the Transaction, the Company's incumbent board of directors has resigned, and the board of directors has been reconstituted and is now comprised of the following individuals: Eric Ronsse , Stephanus Rossouw , Franck Aton, Claude Dufresne and Steve Saviuk . The Board has appointed Mr. Ronsse as Chief Executive Officer, Stephanus Rossouw , Chief Marketing Officer, Scott Jardin as Chief Financial Officer and Anik Gendron as Corporate Secretary. The audit committee consisting of the independent directors, Messrs. Aton, Dufresne and Saviuk, have named Mr. Saviuk as the Chair of the audit committee.
Eric Ronsse , the Chief Executive Officer, stated "We are all very excited by the closing of this transaction as it will permit us to fuel various sales and development initiatives in both our functional beverage brands, Teonan and Velada. We've experienced early signs of growth under the Teonan brand and this transaction allows us to allocate more capital to push our marketing efforts further and execute our retail distribution initiatives both in Canada and the US. It will also allow us to execute on a functional beverage private labelling initiative in our effort to lead the functional beverage space."
Early Warning
Eric Ronsse and Stephanus Rossouw have announced their intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of the Company. Immediately prior to completion of the Transaction, none of Messrs. Ronsse and Rossouw had ownership of, or exercised control or direction over, voting or equity securities of the Company.
As principal shareholders of Teonan, upon completion of the Transaction, Mr. Ronsse received and now owns and controls, 18,383,353 Shares, including 6,355,736 Shares held by 9438-9160 Quebec Inc., a company controlled by Mr. Ronsse, together, representing 38% of the outstanding Shares on a non-diluted basis and 30% on a diluted basis.
Mr. Rossouw now owns and controls 6,127,451 Shares, representing 13% of the outstanding Shares on a non-diluted basis and 10% on a diluted basis.
The Company understands that each of Mr. Ronsse and Mr. Rossouw have no plan to acquire or dispose of their securities and may, from time to time and depending on market and other conditions and subject to applicable securities laws, acquire additional Shares through market transactions, private agreements, exercise of options, convertible securities or otherwise (if and when granted), or may, subject to the requirements of applicable securities laws, escrow requirements of the Exchange and contractual hold periods agreed to, sell all or some portion of their Shares they own or control (in accordance with the terms of the escrow restrictions), or may continue to hold the Shares. A copy of the early warning reports will be filed by Mr. Ronsse and Mr. Rossouw and will be available on the Company's issuer profile on SEDAR at www.sedar.com and can be obtained contacting the Company's CFO Scott Jardin (450) 455-5151.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the anticipated use of proceeds of the Offering. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law. Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
SOURCE The Good Shroom Co Inc.
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