TORONTO, May 06, 2020 (GLOBE NEWSWIRE) -- Aqueren Capital Corp. (the “Corporation” or “Aqueren”), a capital pool company, announces that its board of directors (the “Board”) has unanimously approved to dissolve and liquidate the Corporation, subject to the approval of the shareholders of Aqueren, all in accordance with the Business Corporations Act (Ontario) (the “OBCA”), and any other applicable regulatory requirements.
In connection with the dissolution and liquidation, the Corporation intends to distribute to its shareholders all available cash, except such cash as is required for paying or making reasonable provision for known and potential liabilities and other obligations of the Corporation. The Corporation currently estimates that it will establish a reserve of between $15,000 and $25,000, which will be used to pay all expenses (including operating expenses up until the dissolution) and other known, non-contingent liabilities, and includes a reasonable provision for the expenses of liquidation and contingent and unknown liabilities. Based on this estimated reserve, the Corporation currently estimates that the aggregate amount of an initial liquidating distribution to shareholders will be between $0.03 to $0.031 per share, based on 10,000,000 common shares (“Common Shares”) outstanding as of May 5, 2020.
The amount distributable to shareholders, however, may vary substantially from this estimate based on a number of factors, including the resolution of outstanding known and contingent liabilities, the possible assertion of claims that are currently unknown to the Corporation, and the costs incurred in seeking shareholder approval of the dissolution and liquidation of the Corporation. The Board is not currently aware of any material items that could give rise to unforeseen tax liabilities or other liabilities or costs which would materially reduce the amount of cash available for distribution to shareholders, but there is no assurance that this will remain the case.
Further details regarding the timing of, and amount of funds available for distribution to shareholders upon completion of the dissolution process, and payment of the liabilities of the Corporation will be provided in a subsequent press release(s).
Until such time as shareholder approval is received, the Corporation will continue to evaluate other opportunities that have the potential of providing a superior return to its shareholders.
Reasons for the Dissolution
The Corporation filed its final prospectus on January 27, 2020, however, given the state of the economy and capital markets, the Corporation will not be able to complete the initial public offering and has determined that the liquidation and dissolution is in the best interests of the Corporation and its shareholders. The Board also considered the difficult economic environment in the junior capital markets and the increasing expense of continuous disclosure obligations.
Shareholder Approval and Other Regulatory Matters
The Board intends to seek shareholder approval of the voluntary dissolution and liquidation of the Corporation in accordance with the OBCA, including the distribution of the net cash assets to the shareholders, by way of written resolution, which must be signed by all of the shareholders of the Corporation. Alternatively, the Corporation may also seek shareholder approval at an upcoming shareholders meeting at which the proposed liquidation, dissolution and distribution of net cash assets, must be approved by a special resolution of at least two-thirds of the votes cast by shareholders present in person or by proxy at the meeting.
The Corporation has applied to the Ontario Securities Commission (“OSC”) as principal regulator, for an order (the “Requested Order”) that Aqueren may cease to be a reporting issuer in each jurisdiction of Canada in which it is a reporting issuer. If the Requested Order is made by the OSC, the Corporation will cease to be a reporting issuer, and as a result, the Corporation will no longer be required to file financial statements and other continuous disclosure documents in Canada pursuant to Canadian securities laws, including audited annual financial statements for the year ended December 31, 2019.
Notwithstanding the receipt of shareholder approval in respect of the voluntary liquidation and dissolution of the Corporation, the Board will retain the discretion not to proceed if it determines that the liquidation and dissolution is no longer in the best interests of the Corporation and its shareholders.
Prior to the Corporation filing final materials in respect of the dissolution and making any final cash distributions, clearance certificates and a dissolution consent must be obtained from the Canada Revenue Agency. The timing for the receipt of such certificates is uncertain and may delay the dissolution and distribution process.
For further information please contact:
Aqueren Capital Corp.
John Varghese, President
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: the proposed voluntary liquidation and dissolution of the Corporation, including the expected distribution to shareholders. This forward-looking information reflects Aqueren’s current beliefs and is based on information currently available to Aqueren and on assumptions Aqueren believes are reasonable. These assumptions include, but are not limited to: the receipt of all required approvals for the voluntary liquidation and dissolution of the Corporation , including the requisite shareholder approval. Forward looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Aqueren to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, political and social uncertainties; general capital market conditions; delay or failure to receive shareholder or regulatory approvals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Aqueren’s disclosure documents on the SEDAR website at www.sedar.com. Although Aqueren has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Aqueren as of the date of this news release and, accordingly, is subject to change after such date. However, Aqueren expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.