Qualifying transaction -- completed

The TSX Venture Exchange has accepted for filing Toronto Cleantech Capital Inc.'s qualifying transaction, as described in its filing statement dated April 15, 2024. As a result, at the opening on Wednesday, May 1, 2024, the company will no longer be considered a capital pool company. The transaction includes the following.

The company acquired all of the issued and outstanding shares of THS LP (the target) and issued 25,675,100 common shares in the capital of the company to the existing shareholders of the target (not including the common shares issued in the financing, as defined below).

Name change

The name of the company has been changed from Toronto Cleantech Capital to THS Maple Holdings Ltd.

Effective at the opening on Wednesday, May 1, 2024, the common shares of THS Maple Holdings will commence trading on the TSX Venture Exchange and the common shares of Toronto Cleantech Capital will be delisted.

Private placement -- non-brokered

Prior to the completion of the transaction, the company, through a subsidiary (Finco), completed a brokered private placement of common shares of Finco, which have been exchanged into the following securities in the company.

Number of shares:  22,964,000 common shares

Purchase price:  18.4 cents per common share

Number of placees:  106 placees

Total existing insider involvement:  7,356,679 (18 insiders)

The company issued a news release dated April 26, 2024, confirming the closing of the transaction and the release of net proceeds from the financing to the company.

Corporate jurisdiction:  Ontario

Capitalization:  unlimited number of common shares with no par value, of which 60,339,100 common shares are issued and outstanding

Escrow:  34,675,100 common shares

Transfer agent:  TSX Trust Company

Trading symbol:  YAY (new)

Cusip No.:  87252F 10 8 (new)

For further information, please refer to the company's filing statement dated April 15, 2024.

The resulting issuer is classified as an all other specialty food retailer company (NAICS No. 445298).

Resume trading

Further to TSX Venture Exchange's bulletin dated May 2, 2023, trading in the securities of the resulting issuer will resume at the opening on Wednesday, May 1, 2024.

Effective at the opening on Wednesday, May 1, 2024, the trading symbol for the company will change from YAY.P to YAY.