Sol Cuisine Ltd. closes Qualifying Transaction

19 May 2021

On May 19, 2021, Sol Cuisine Ltd. (TSXV: PN.P) (formerly Platform 9 Capital Corp.) (the "Company") announced that it had completed its previously announced "Qualifying Transaction" in accordance with TSX Venture Exchange (TSXV) Policy 2.4 - Capital Pool Companies (the "Transaction") pursuant to the terms of the Business Combination Agreement dated April 14, 2021 between the Company, 12835151 Canada Inc. ("Subco"), a wholly-owned subsidiary of the Company, and Sol Cuisine Inc. ("Sol Cuisine").

The Transaction was completed by way of a three cornered amalgamation whereby Sol Cuisine and Subco amalgamated under the laws of Canada. In addition, the Company announced the conversion and exchange of the subscription receipts issued in connection with Sol Cuisine's previously announced private placement offering of subscription receipts which, together with an investment by certain existing shareholders of Sol Cuisine, raised gross proceeds of approximately $15 million.

Immediately prior to the closing of the Transaction, the Company consolidated its issued and outstanding common shares on a 16.2076:1 basis and changed its name from Platform 9 Capital Corp. to "Sol Cuisine Ltd."

Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the TSXV under the symbol "VEG" at the opening of markets on May 26, 2021.

Gowling WLG advised Sol Cuisine with respect to this transaction with a team that included Jason Saltzman, Alan James, Josh Rosen and Joseph McDonald (corporate) and Paul Carenza (tax).

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