This news release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
Toronto, Ontario--(Newsfile Corp. - February 10, 2025) - Mr. Michael Steele (the "Acquiror"), through Avonlea Ventures #2 Inc. ("Avonlea"), a private corporation controlled by the Acquiror, indirectly acquired control and direction over an additional 26,732,204 units (the "Units") of Kovo+ Holdings Inc. ("Kovo" or the "Corporation") (TSXV: KOVO) pursuant to the Corporation's non-brokered private placement of Units (the "Acquisition"), with each Unit consisting of one common share in the capital of the Corporation ("Common Share") and one-half of one common share purchase warrant (a "Warrant").
Pursuant to the Acquisition, the Acquiror, through Avonlea, indirectly controls an additional 26,732,204 Common Shares and 13,366,102 Warrants, representing approximately 15.11% of the Corporation's issued and outstanding Common Shares as of the closing date of the Acquisition on a non-diluted basis. Prior to the Acquisition, the Acquiror indirectly owned or controlled 80,007,767 Common Shares and 8,800,000 Warrants through Avonlea and 13,180,038 Common Shares through HEAL USA, Inc. ("HEAL") for an aggregate of 93,187,805 Common Shares, representing approximately 69.99% of the issued and outstanding Common Shares on a non-diluted basis and 76.60% on a partially diluted basis, assuming exercise of such Warrants. Following the Acquisition, the Acquiror directly or indirectly owns or controls 119,920,009 Common Shares and 26,166,102 Warrants, representing 67.79% of the issued and outstanding Common Shares on a non-diluted basis and 71.37% on a partially diluted basis, assuming exercise of such Warrants.
The Acquiror acquired the Units for investment purposes and has a long-term view of the investment. The Acquiror intends to review its investment in the Corporation on a continuing basis and may, from time to time, increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Corporation either on the open market or through private acquisitions in the future depending on market conditions, reformulation of plans and/or other relevant factors and subject to applicable securities laws. The Acquiror may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Corporation in the open market or otherwise, and reserves the right to dispose of any or all of the Common Shares underlying the Units in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Common Shares underlying the Units, the whole depending on market conditions, the business and prospects of the Corporation and other relevant factors, including compliance with applicable securities laws.
An early warning report has been filed by the Acquiror under applicable securities laws and will be available on the Corporation's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report may also be obtained by contacting the Acquiror at (416) 464-8960 or steeleconsult@aol.com.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240352
SOURCE: Michael A. Steele
