Vancouver, British Columbia--(Newsfile Corp. - February 26, 2024) - 1329300 B.C. Ltd. (the "Company") announces that, further to its press release of February 6, 2024, its management information circular (the "Circular") and related materials were mailed today, February 26, 2024, for its annual general and special meeting (the "Meeting") of shareholders of the Company (the "Shareholders") to approve, among other things, a proposed business combination by way of a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement").
The Circular and related materials have been filed by the Company under its issuer profile on SEDAR+ at www.sedarplus.ca.
The board of directors of the Company, after consideration of such matters as it considered necessary and relevant, authorized the Company to enter into the Arrangement Agreement (as such term is defined in the Circular) and recommends that the Shareholders vote FOR the Arrangement.
The Meeting
The Meeting will be held on Tuesday, March 19, 2024 at 10:00 a.m. (Eastern time) at the offices of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2. At the Meeting, Shareholders will, among other things, pass, with or without variation, a special resolution of the Shareholders to approve the Arrangement.
The Circular, form of proxy and voting instruction form, as applicable, for the Meeting contain comprehensive information with respect to how registered and beneficial Shareholders may vote on the matters to be considered at the Meeting. Only Shareholders of record as of the close of business on Wednesday, February 7, 2024, are eligible to vote at the Meeting.
The deadline for completed proxies to be received by the Company's transfer agent is Friday, March 15, 2024 at 10:00 a.m. (Eastern Time).
Receipt of Interim Court Order
The Company also announces that on Thursday, February 15, 2024, it obtained the interim order (the "Interim Order") providing for the calling and holding of the Meeting and other procedural matters from the Supreme Court of British Columbia regarding the Arrangement. The Interim Order authorizes the Company to proceed with various matters, including the holding of the Meeting to consider and vote on the Arrangement. Subject to the receipt of the requisite approval of the Shareholders, the Arrangement is expected to close shortly following the Meeting.
For further information, please contact:
Carly Burk
President and Chief Executive Officer
Tel: (416) 361-2517
Completion of the Arrangement is subject to necessary regulatory approvals, court or governmental approvals, authorizations and consents and approval of the shareholders of the Company and Borealis (as applicable). Where applicable, the Arrangement cannot close until the required approvals have been obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the continuous disclosure document regarding the Arrangement, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.
Forward-Looking Information
Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to: the business plans of the Company and Borealis, Borealis' management's expectation on the growth and performance of its acquisitions, the completion of the Arrangement, the completion of the Consolidation, and the board of directors and management of the Company upon completion of the Arrangement. Such statements and information reflect the current view of the Company and/or Borealis, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company and Borealis to continue as a going concerns, risks associated with potential governmental and/or regulatory action with respect to the Company's and Borealis' operations, respectively, the potential unviability of the business plans of the Company and Borealis, respectively, Borealis' expectation on the growth and performance of its acquisitions may prove incorrect, failure to complete the Arrangement, failure to complete the Consolidation, the inability of the Company and Borealis to appoint members of the board of directors and management of the Company upon completion of the Arrangement. Such statements and information reflect the current view of the Company and/or Borealis, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company does not undertake to update this information at any particular time except as required in accordance with applicable laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/199350
SOURCE: 1329300 B.C. Ltd.
