Vancouver, British Columbia--(Newsfile Corp. - April 9, 2025) - Reem Capital Corp. (TSXV: REEM.P) (the "Corporation" or "Reem"), a "capital pool company" (CPC) pursuant to the policies of the TSX Venture Exchange (the "Exchange"), announces an update to the annual general and special meeting of shareholders of the Corporation (the "Meeting") which will now be held on May 9, 2025.
MEETING UPDATE
The Corporation had previously announced the date of the Meeting to be April 15, 2025; however, this has been revised to May 9, 2025 in connection with an amended management information circular and an amended form of proxy ("Amended Meeting Materials") to be prepared, filed and sent in due course to the shareholders of Reem as of the record date of March 11, 2025.
The Amended Meeting Materials will include updates to the management and board of the Corporation, as set forth below, and includes a correction to the proposed auditor of the Resulting Issuer (as defined in Reem's previous press release dated April 2, 2025) to Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited.
MANAGEMENT UPDATES
The Corporation announces the resignation of Arthur Kwan as Chief Executive Officer and a director of the Corporation. Mr. Arthur is pleased to have been part of the Corporation's progress to-date and looks forward to spending time on his other ventures. The board of the Corporation sincerely thanks Mr. Kwan for his contribution to the Corporation.
Jonathan Held, who is Chief Financial Officer and a director of the Corporation, has also been appointed as Chief Executive Officer of the Corporation as of today's date.
EARLY WARNING REPORT
Pursuant to his resignation, Mr. Kwan entered into share purchase agreements with Jonathan Held, Ronnie Jaegermann, Jonathan Holmes and Michael Saliken (together, the "Acquirors") to purchase all of the common shares of the Corporation ("Common Shares") held by Mr. Kwan (the "Share Purchases") for $0.025 per Common Share or $25,000 in the aggregate.
Effective April 9, 2025 and in accordance with the Share Purchases:
- Mr. Held purchased 250,000 Common Shares from Mr. Kwan. Mr. Held now holds 1,250,000 Common Shares or approximately 15.8% of the issued and outstanding Common Shares (up from 12.7%).
- Mr. Jaegermann purchased 250,000 Common Shares from Mr. Kwan. Mr. Jaegermann now holds 1,150,000 Common Shares or approximately 14.6% of the issued and outstanding Common Shares (up from 11.4%).
- Mr. Holmes purchased 250,000 Common Shares from Mr. Kwan. Mr. Holmes now holds 1,050,000 Common Shares or approximately 13.3% of the issued and outstanding Common Shares (up from 10.1%).
- Mr. Saliken purchased 250,000 Common Shares from Mr. Kwan. Mr. Saliken now holds 750,000 Common Shares or approximately 9.4% of the issued and outstanding Common Shares (up from 6.3%).
The Acquirors' acquisition was made for investment purposes. The Acquirors may, from time to time and at any time, acquire additional shares, warrants, and/or other equity, debt or other securities or instruments of the Corporation in the open market or otherwise, and may dispose of any or all of securities of the Corporation in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities of the Corporation, the whole depending on market conditions, the business and prospects of the Corporation and other relevant factors.
Prior to the Share Purchases, Mr. Kwan held approximately 12.7% of the Common Shares therefore triggering the requirement to file an early warning report and this news release pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
All Common Shares acquired pursuant to the Share Purchases continue to be subject to the Form 2F - CPC Escrow Agreement entered into between the Corporation, Endeavor Trust Corporation and the founding securityholders of the Corporation dated November 15, 2021, as required by and in accordance with the policies of the Exchange.
For additional information regarding the Share Purchases, see copies of the applicable early warning reports that will be filed on the Corporation's SEDAR+ profile at www.sedarplus.ca or can be obtained by contacting the Jonathan Held at the email or phone number provided below.
ABOUT REEM
Reem was incorporated under the Business Corporations Act (British Columbia) and is a Capital Pool Company governed by the policies of the Exchange. Reem's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a Capital Pool Company should be considered highly speculative.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information please contact:
Reem Capital Corp.
Jonathan Held, CEO and CFO
Telephone: 416-270-9566
Email: jheld@aloefinance.com
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the polices of the Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "will", "continue", "believe", "estimate", "expect", "intend", "projected" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. More particularly and without limitation, this press release contains forward-looking statements concerning the Meeting of the Corporation, including the Meeting Date and the anticipated Amended Meeting Materials, applicable early warning reports, CPC escrow requirements, and future acquisitions or dispositions of the Acquirors. In disclosing the forward-looking information contained in this press release, Reem has made certain assumptions, including that: the Meeting will occur as anticipated, all applicable regulatory approvals for the Share Transfers have been obtained and the early warning reports will be filed in accordance with applicable law. Although Reem believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Reem disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247929
SOURCE: Reem Capital Corp.
