POCML 5 Announces Proposed Qualifying Transaction with Exploration Stage Issuer - Seite 2

The Proposed Transaction is conditional upon the completion of a financing.

A comprehensive news release regarding the Proposed Transaction will be issued when additional details are settled in accordance with the policies of the Exchange.

Arm’s Length Transaction

The Proposed Transaction is an arm’s length transaction in accordance with the policies of the Exchange and is not subject to the approval of the shareholders of the Company, except as required by applicable corporate law.

Sponsorship

Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange, unless exempt in accordance with Exchange policies or waived by the Exchange. The Proposed Transaction may require sponsorship and the Company plans to provide a news release update should a sponsor be retained. Trading in the POCML5 Shares has been halted as a result of the announcement of the Proposed Transaction. POCML5 expects that trading in the POCML5 Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policies.

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the Exchange, the Company will file a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Proposed Transaction, any financing completed prior to closing of the Proposed Transaction, the Company, the Target and the resulting issuer company following completion of the Proposed Transaction.

The obligations of the Company and the Target pursuant to the Letter Agreement shall terminate in certain specified circumstances, including in the event that a definitive business combination agreement with respect to the Proposed Transaction is not entered into among the parties by February 26, 2021.

About the Company

The Company is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.