TORONTO, ON — (Marketwired) — 12/13/16 —
At the Meeting, 83.69% of the outstanding common shares were represented with Shareholders approving the Share Consolidation (as defined in the Circular) and the Continuance (as defined in the Circular) under the BVI Business Companies Act, 2004 (the “BVI Act”).
Shareholders approved the Consolidation Resolution (as defined in the Circular) as follows:
|For||% For||Against||% Against|
Shareholders approved the Continuance Resolution (as defined in the Circular) as follows:
|For||% For||Against||% Against||Not Voted|
The Company’s Board of Directors has resolved to proceed with the proposed Continuance, which when implemented will result in the Company continuing as a corporation under the BVI Act, and the Share Consolidation based on a range of one post-consolidation common share for every 6 to 10 pre-consolidation common shares.
The Company anticipates that the Continuance and the Share Consolidation will be completed on or before December 31, 2016 and will provide an update in due course.
Letters of transmittal describing the process by which shareholders may obtain new certificates representing their consolidated common shares will be mailed in due course to registered shareholders. Shareholders holding their shares through a broker or other intermediary and consequently not having shares registered in their name will not be required to complete a letter of transmittal.
This press release contains certain “forward-looking information” and “forward-looking statements”, as defined in applicable securities laws (collectively, “forward-looking statements”). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements in this press release relate to future events or future performance and reflect the Company’s current estimates, predictions, expectations or beliefs regarding future events and include, without limitation, statements relating to: the method of delivery of the letter of transmittal; the Company’s beliefs and expectations related to the results of the Share Consolidation; the share consolidation ratio to be selected by the Board of Directors within the proposed range of share consolidation ratios; the timing for implementation, if at all, of the Share Consolidation; the procedure for the exchange of common shares pursuant to the Share Consolidation; the timing for implementation, if at all, of the Continuance; receipt of a letter of satisfaction to complete the Continuance and a certificate of discontinuance from the Director under the Canada Business Corporations Act; and the receipt of a Certificate of Continuance from the BVI Registrar.
Often, but not always, forward-looking statements may be identified by the use of words such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements in this press release are based upon, without limitation, the following estimates and assumptions: the Company will be able to obtain all necessary regulatory approvals on a timely basis.
Known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to predict or control could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to the factors set out under the heading “Risk Factors” in the Circular and the factors set out under the heading “Risk Factors” in the Company’s Annual Information Form (“AIF”) dated March 24, 2016 and the Company’s Management’s Discussion and Analysis (“MD&A”) dated March 24, 2016, and interim MD&As thereafter, which are available on SEDAR (www.sedar.com).
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.
Tel: (416) 649-1033
Fax: (416) 649-1044