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Zidane Capital Announces Expiration of Letter of Intent and Termination of Proposed Qualifying Transaction with Southern Sky Resources Corp. and Transition to New CPC Policy

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February 9, 2024 – TheNewswire -- Vancouver, British Columbia - Zidane Capital Corp. (“Zidane”), (NEX:ZZE.H) a capital pool company, announces that the letter of intent Zidane had entered into with Southern Sky Resources Corp. (“Southern Sky”) as announced by a news release dated October 30, 2023, has expired and will not be extended by the parties.


The parties made extensive efforts to complete the proposed transaction. However, market conditions are such that the proposed transaction could not be completed within a timeframe that met the parties’ expectations.


No monies were advanced by Zidane to Southern Sky. Southern Sky has reimbursed Zidane for all of its expenses incurred in connection with pursuing the proposed qualifying transaction.


As a result, Zidane is now actively seeking a business to acquire as its qualifying transaction. Zidane is in the process of seeking approval from the TSX Venture Exchange (the “Exchange”) for the resumption of trading of Zidane’s common shares on the Exchange’s NEX Board.


New CPC Policy


Pursuant to recent changes by the Exchange to its Capital Pool Company (“CPC”) program and Exchange Policy 2.4 – Capital Pool Companies ("Policy 2.4"), which became effective as of January 1, 2021 (the "New CPC Policy"), Zidane obtained the requisite approvals of the shareholders of Zidane (the "Shareholders") to adopt and align the Company with the New CPC Policy at its Annual General and Special Meeting of Shareholders (the "Meeting") held on December 29, 2023.


Amendments to the CPC Escrow Agreement


At the Meeting, as required to give effect to the New CPC Policy, Shareholders were asked to pass an ordinary resolution by the affirmative vote of not less than a majority of the votes cast by disinterested shareholders who vote in respect thereof, in person or by proxy ("Disinterested Approval"), to amend Zidane’s escrow agreement dated as of March 29, 2011 entered into among Zidane, the seed shareholders, and the TSX Trust Company as the escrow agent (the “CPC Escrow Agreement”).


Under the New CPC Policy, securities subject to a CPC escrow agreement are subject to an 18-month escrow period, as opposed to the 36-month period previously required under Policy 2.4. At the Meeting, Zidane obtained Disinterested Approval to amend the terms of the CPC Escrow Agreement to which it is a party to reduce the length of the term of any escrow provision to an 18-month escrow term, as permitted by Section 10.2 of the New CPC Policy. In seeking such Disinterested Approval, Zidane excluded all votes attached to its common shares held by shareholders who are parties to the CPC Escrow Agreement, as well as their Associates and Affiliates.

Other Changes


Under the New CPC Policy, Zidane is permitted to adopt other transition provisions without obtaining shareholder approval. As a result, Zidane intends to adopt the changes under the New CPC Policy that do not require shareholder approval, including, but not limited to:

  1. a)increasing the maximum aggregate gross proceeds to the treasury that the Company can raise from the issuance of common shares under the Company's initial public offering, Seed Shares and private placements to the new maximum of $10,000,000, rather than $5,000,000 which was previously the limit for a CPC that had not completed its Qualifying Transaction; 

  1. b)removing the restriction which provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Company and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining shareholder approval for a proposed Qualifying Transaction, and implementing the restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted; 

  1. c)removing the restriction on the Company issuing new agent's options in connection with a private placement; and 

  1. d)removing the restriction such that now one person has the ability to act as the chief executive officer, chief financial officer and corporate secretary of the Company at the same time, for which the Company had previously obtained a waiver. 


The proposed amendments have been approved by the Exchange.


Approval of Stock Option Plan


The Exchange has approved Zidane’s new 10% rolling stock option plan under which the total number of common shares of Zidane reserved for issuance is 10% of common shares of Zidane outstanding as at the date of grant of any stock option. The shareholders of Zidane approved the Plan at the Meeting.


About Zidane


Zidane is a company existing under the laws of British Columbia, a reporting issuer in British Columbia and Alberta, and a capital pool company within the meaning of the policies of the Exchange listed on the Exchange under the Symbol ZZE.H. Zidane has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the Exchange, until the completion of its "Qualifying Transaction" (as defined therein), Zidane will not carry on business other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed Qualifying Transaction.


As of the date hereof, Zidane has 5,225,276 common shares issued and outstanding.


For further information, please contact:


Casper Bych, Chief Executive Officer of Zidane Capital Corp.


Telephone: 604.417.6375