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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…
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