NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
TORONTO, April 13, 2021 (GLOBE NEWSWIRE) -- Cluny Capital Corp. (the "Company" or "Cluny") (TSXV:CLN.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has received conditional approval from the Exchange for the closing of its business combination (the "Transaction") with Teonan Biomedical Inc. ("Teonan"), previously announced in its press releases dated July 30, 2020 and November 30, 2020 and the Company has filed its filing statement dated April 8, 2021 in connection with the Transaction (the "Filing Statement"). The Filing Statement is available under the Company's profile on SEDAR at www.sedar.com. The Transaction is intended to constitute the Company's Qualifying Transaction (as such term is defined by the Exchange) and would result in a reverse take-over of the Company by Teonan.
The Transaction involves the merger of the Company and Teonan by way of three-corner amalgamation between the Company, Cluny and a wholly-owned subsidiary of the Company, pursuant to the amalgamation agreement between the Company and Teonan dated November 3, 2020, as amended.
Subject to fulfillment of all conditions to closing, including the continuation of the Company under the Canada Business Corporations Act, completion of the consolidation of the outstanding common shares of the Company on a 3 for 1 basis and the change of its name to "The Good Shroom Co Inc." (Les bons Champignons inc), the Transaction is expected to close on or about April 15, 2021.
Trading in the common shares of the Company will remain halted pending further filings with the Exchange. The common shares of the Company will resume trading under the symbol "MUSH" following publication of the Final QT Exchange Bulletin by the Exchange in respect of the closing of the Transaction.
For additional information concerning the Transaction and the foregoing matters in connection therewith, please refer to the Company's news releases dated July 30, 2020, November 5, 2020, November 30, 2020 and February 11, 2021 and the Filing Statement, all of which are available under Cluny's SEDAR profile at www.sedar.com
For further information:
Cluny Capital Corp.
James Greig, Director
Teonan Biomedical Inc.
Erin Ronsse, President
The completion of the Transaction is subject to a number of conditions, including but not limited to receipt of all required regulatory approvals, including final Exchange acceptance and the satisfaction of other customary closing conditions.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
The securities referred to in this press release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward Looking Information
This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about the Transaction and anticipated information related to the Company upon completion of the Transaction in connection therewith.
Cluny and Teonan made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the completion of the Transaction and related transactions, including the continuation, consolidation and name change, and the conditions to be satisfied for the completion of these transactions, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Cluny or Teonan to complete the Transaction on the terms disclosed in this news release, or at all; the requisite regulatory and corporate approvals may not be obtained; reliance on key and qualified personnel; regulatory and other risks associated with the cannabis industry in general, including changes to the Cannabis Act and related legislation, the reinstatement or continuance of government confinement measures and other measures related to the COVID-19 pandemic, as well as those risk factors discussed or referred to in disclosure documents filed by Cluny with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect Cluny or Teonan in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Cluny does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and Cluny undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
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