Post by
Greenday on May 18, 2023 4:14pm
Share Consolidation / US Listing
Consolidation Process In order to effect the Consolidation: (a) the Consolidation Resolution must be approved by at least 66.67% of the votes cast by shareholders at the Meeting in person or by proxy voting together as one class; and (b) if the Consolidation Resolution is approved and implemented, the Company will direct Computershare to send a Direct Registration (DRS) Advice to each shareholder (or his, her or its nominee), setting out the number of common shares held by such holder as a result of the Consolidation, together with a non-transferable written acknowledgement of the holder’s right to obtain a share certificate in respect of such post-consolidation common shares. Any certificate(s) representing the pre-consolidation common shares will be cancelled. Reasons for the Consolidation The Board is evaluating the possibility of dual listing the Company’s shares on an exchange in the United States. Such a listing would provide trading flexibility for our investors based outside of Canada and increase the Company’s access to capital and market visibility in the United States and internationally. A share consolidation may be required in order to meet the initial listing requirements of the NASDAQ or New York Stock Exchange. Additionally, the Board believes that the Consolidation should lead to increased interest by a wider audience of potential investors, resulting in a more efficient market for the common shares. There can be no assurances, however, that the market price of the common shares will increase as a result of the Consolidation. Approval of the Consolidation Resolution does not necessarily mean that the Board will implement the Consolidation. Even if the Consolidation Resolution is approved by shareholders at the Meeting, the Board will have the discretion not to proceed with the Consolidation. Principal Effects of the Consolidation The Consolidation will affect all shareholders uniformly. If the Consolidation is implemented, each shareholder of the Corporation will receive one (1) post-consolidation common share for up to every fifteen (15) pre-consolidation common shares held immediately prior to the effective date of the Consolidation, subject to payment for fractional interests (discussed below). While the Consolidation will result in each shareholder holding a smaller number of common shares, it will not materially affect a shareholder’s percentage ownership or voting rights in the Company. Each common share issued and outstanding after the Consolidation will be entitled to one vote and will be fully paid and non-assessable