VANCOUVER, BC AND KIBBUTZ YIFAT, ISRAEL / ACCESSWIRE / April 18, 2024 / Beyond Oil Ltd. (CSE:BOIL)(OTCQB:BEOLF) ("Beyond Oil" or the "Company"), a food-tech innovation company extending the life of frying oil, reducing costs and waste, will host its annual general and special meeting of shareholders (the "Meeting") on Thursday, April 25, 2024 at 8:00 a.m. (Vancouver time) at the offices of Endeavor Trust Corporation, Suite 1150-777 Hornby Street, Vancouver, BC. The record date for the shareholders entitled to vote at the Meeting has been set as shareholders of record as at the close of business on March 19, 2024. The notice of meeting, proxy form, voter information form and information circular ("Circular", and collectively the "Meeting Materials") are located under the Company's SEDAR profile at www.sedar.com.
The business at the Meeting includes: setting the number of and electing directors of the Company; appointing an auditor for the ensuing year; approving the amendment to the Company's omnibus equity incentive plan; amending the deferred purchase price agreement (the "Deferred Purchase Price Agreement"); approving the extension of the expiry date of 2,683,333 warrants (the "SubcoWarrants"); and approving the extension of the expiry date of 2,241,324 warrants (the "Warrants").
The Company would like to provide shareholders with the following additional information in respect of the Deferred Purchase Price Agreement and the Subco Warrants to supplement the information in the Circular.
Regulatory Exemptions
The Company has made the determination that it is in the best interest of shareholders, for the Company to adhere to a high standard of corporate governance and request minority approval in respect of the Revised DPPA Resolutions and the Subco Extension Resolutions. The Company would like to clarify that notwithstanding the foregoing the Company would nonetheless be required to obtain minority shareholder approval as is required by Canadian Securities Administrators Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions MI 61-101 ("MI 61-101"). The Company will also be relying on Section 5.5(b) of MI 61-101, an exemption from the formal valuation requirements, which exemption is available to the Company as no securities of the Company are listed or quoted on any of the prescribed exchanges.
Disinterested Shareholder Approval
As disclosed in the Circular, at the Meeting, in order to approve each of: (a) the Subco Extension Resolutions; and (b) Revised DPPA Resolutions, such resolutions must be approved by ordinary resolution approved by a majority of the votes cast by those Shareholders present in person or represented by proxy at the Meeting who are not "related parties".
The following table lists those "related parties" who will not be entitled to vote in respect of the aforementioned resolutions, their existing shareholdings, the aggregate number of Common Shares each will be entitled to received in the event of the approval of the Revised DPPA Resolutions (and then only in the future upon fulfillment of the Revised Milestones as more particularly described in the Circular) and the aggregate number of Common Shares each will be entitled to received in the event of the approval of the Subco Extension Resolutions (and then only in the future if such "related party" elects to pay the exercise price, as more particularly described in the Circular):
Related Party | Number of Common Shares Presently Held | Aggregate Common Share Entitlement Upon Fulfillment of Revised Milestone | Aggregate Common Shares upon Exercise of Subco Warrants |
Dani Itzhaki | 1,155,862 | 690,024 | 86,953 |
Jonathan Or | 6,417,926 | 5,131,868 | 646,693 |
Matan Or | 4,811,129 | 3,848,904 | 485,020 |
Aviva Or | 4,811,129 | 3,848,904 | 485,020 |
Total: | 17,196,047 | 13,519,700 | 1,703,686 |
About Beyond Oil Ltd.
Beyond Oil develops and manufactures an innovative, proprietary, and patented product designed to extend the life of frying oil while preserving the oil's quality and nutritional value. The unique product integrates into the existing filtration systems of both commercial and industrial fryers, reducing oil costs, helping create healthier food, decreasing waste, and increasing sustainability. For more information visit: www.beyondoil.co.
Contacts:
Jonathan Or
CEO and Co-founder
1-647-691-9801
info@beyondoil.co
Caroline Sawamoto
Investor Relations
1-647-691-9801
ir@beyondoil.co
Forward Looking Statement and Information
The Canadian Securities Exchange has in no way passed upon the merits of the Company and has neither approved nor disapproved the contents of this press release. Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release contains "forward-looking statements" within the meaning of the securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. In addition, we cannot assure that any patent will issued as a result of a pending patent application or, if issued, whether it will issue in a form that will be advantageous to us. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company's reports filed from time to time at www.sedar.com. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. The Company is not responsible for the contents of third-party websites.
SOURCE: Beyond Oil Ltd.
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