Toronto, Ontario--(Newsfile Corp. - January 9, 2019) - Intrinsic4D Inc. (NEX: IFD.H) (the "Company") is pleased to announce the results of its special meeting of shareholders that was held on January 8, 2019 (the "Shareholders Meeting"). Each of the following items of business was approved by shareholders at the Shareholders Meeting: (a) amending the Company's articles to (i) delete the Class B Restricted Voting Shares from the Company's share capital, and (ii) revise the terms of the voting common shares issued by the Company in their entirety and re-designate the class of voting common shares as the common shares of the Company, (b) consolidating the Company's common shares on the basis of one (1) post-consolidation common share for up to thirty (30) pre-consolidation common shares, with the final ratio to be selected by the Board of Directors in its sole discretion, and (c) changing the Company's name to "Must Capital Inc.".
Following the Shareholders Meeting, the Board of Directors adopted a resolution where the consolidation ratio was set to one (1) post-consolidation common share for every twenty-five (25) pre-consolidation common shares. On a post-consolidation basis, the Company will have approximately 4,075,987 common shares issued and outstanding.
The Company will be filing articles of amendment to effect the changes in the Company's share capital, the consolidation of the Company's shares, and the change of the Company's name. The Company is also working to obtain the approval of the NEX trading board of the TSX Venture Exchange to the share capital amendment, share consolidation, and name change with the goal of setting a date on which the shares of the Company will begin to trade on a post-consolidation basis.
The Company also wishes to correct the early warning report and accompanying press release that were issued on April 18, 2018 by Scharfe Holdings Inc. ("Scharfe Holdings") and 2444444 Ontario Inc. ("2444444"). The early warning report stated that each of (i) Scharfe Holdings and its affiliates, and (ii) 2444444 and its affiliates beneficially owned 17,320,541 Class B Restricted Voting Shares in the capital of the Company (the "Class B Shares"). Subsequent to filing the early warning report and press release, the Company was advised that the Class B Shares were escrowed shares and given the nature of the TSXV escrow, they were required to be cancelled. As a result, neither Scharfe Holdings nor 2444444 own any Class B Shares. Scharfe Holdings and 2444444 each currently hold 3,410,968 voting common shares, representing approximately 3.4% of the issued capital of the Company.
For further information contact: Intrinsic4D Inc.
Michele (Mike) Marrandino
President and Chief Executive Officer
Telephone #: (604) 722-5225
Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including the closing of the transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including the Company receiving final approval of the transactions from the NEX trading board of the TSX Venture Exchange. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
