POCML 5 Inc. Mails Information Circular in Connection with Annual and Special Meeting of Shareholders

Toronto, Ontario--(Newsfile Corp. - March 19, 2021) - POCML 5 Inc. (TSXV: PCML.P) ("POCML 5 " or the "Company") announces that it has mailed and filed its management information circular with respect to its upcoming annual and special meeting of shareholders to be held on April 9, 2021 (the "Meeting") to approve: (i) the setting of the number of directors; (ii) the election of the current directors and a new slate of directors conditional on the completion of the proposed qualifying transaction ("QT") with Collective Mining Inc.; (iii) the appointment of its current auditors and the appointment of a new auditor conditional on completion of the QT; (iv) the re-approval of its existing stock option plan; (v) the consolidation of the common shares of the Company on a one "new" for four "old" basis; (vi) the approval of a name change to "Collective Mining Ltd."; and (v) pursuant to the changes recently announced by the TSX Venture Exchange ("TSXV") to its Capital Pool Company program and changes to the TSXV's Policy 2.4 - Capital Pool Companies, which came into effect as of January 1, 2021 (the "New CPC Policy"), the removal of any consequences associated with the Company not completing a qualifying transaction within 24 months after its date of listing with the TSXV. A copy of the management information circular in respect of the Meeting is available on the Company's issuer profile on SEDAR at www.sedar.com^[1].

The New CPC Policy provides that in the event that disinterested shareholder approval is obtained, the consequences that could apply under the former Policy 2.4 for not completing a qualifying transaction within 24 months after its date of listing with the TSXV (including, the potential for the Company's common shares to be delisted or suspended, or, subject to the approval of the majority of the Company's shareholders, transferring the Company's common shares to the NEX board of the TSXV and cancelling certain seed shares held by non-arm's length parties to the Company), do not apply. The Company is seeking disinterested shareholder approval at the Meeting to remove the consequences that would have applied under the TSXV's former Policy 2.4 for not completing its QT within 24 months, as it believes that it will afford the Company greater flexibility to complete the QT that is beneficial to all interested parties.

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. Investors are cautioned that trading in the securities of a CPC is considered highly speculative.

For further information please contact:POCML 5 Inc.Mr. David D'OnofrioChief Executive OfficerTel. (416) 643-3880

The TSXV has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the approval of disinterested shareholders of matters under the New CPC Policy at the general and special shareholder meeting and the future business of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "is expected", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases; or terms that state that certain actions, events, or results "may", "could", "would", "might", or "will be taken", "could occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on, a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to the timing of obtaining the necessary approvals of the shareholders and the TSXV. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/77920^[2]

References

1. ^{^} www.sedar.com (www.newsfilecorp.com)
2. ^{^} https://www.newsfilecorp.com/release/77920 (www.newsfilecorp.com)