Invictus MD Strategies Corp IVITF

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Invictus MD signs Gene-Etics merger arrangement deal

 

2022-10-24 14:14 ET - News Release

 

Mr. Trevor Dixon reports

INVICTUS MD ANNOUNCES PLAN OF ARRANGEMENT WITH SUBSIDIARY

Invictus MD Strategies Corp. has entered into a definitive arrangement agreement dated Oct. 18, 2022, pursuant to which it is contemplated that the wholly owned Delaware subsidiary of the company, Gene-Etics Strains Co. (Invictus Subco), will be continued into British Columbia, and then amalgamated with Invictus MD by way of a plan of arrangement, with the amalgamated company having the current name of Invictus MD (Amalco). Upon completion of the Transaction, it is anticipated that there will be approximately 6,229,158 common shares of Amalco (the "Amalco Shares") issued and outstanding. The Transaction is permitted under a Partial Revocation Order granted September 7, 2022 from the failure to file cease trade order issued February 4, 2021 against the securities of the Company (the "CTO").

Summary Terms of the Transaction

Under the terms of the Arrangement Agreement, the Transaction will be effected by a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia) (the "BCBCA") whereby:

 

1. each common share of Invictus MD (an "Invictus MD Share") held by a dissenting shareholder will be deemed to be transferred by the holder thereof, without any further act or formality on his, her or their part, free and clear of all liens, claims and encumbrances, to Invictus MD in consideration for a debt claim against Invictus MD in an amount determined and payable under the Plan of Arrangement, and the name of such holder will be removed from the register of holders of Invictus MD Shares, and such shares cancelled;
2. Invictus Sub will continue from the State of Delaware under the laws of the Province of British Columbia;
3. Invictus MD and Invictus Sub will merge to form one corporate entity, namely Amalco, with the same effect as if they had amalgamated under the provisions of Section 288 to Section 299 of the BCBCA, except that the separate legal existence of Invictus MD will not cease and Invictus MD will survive the merger;
4. without limiting the generality of (c) above, the separate legal existence of Invictus Sub will cease without Invictus Sub being liquidated or wound-up; Invictus MD and Invictus Sub will continue as one company; and the property and liabilities of Invictus Sub will become the property and liabilities of Invictus MD, as Amalco; and
5. from and after the Effective Date, at the time of, and because of, the merger described in (c) above, among other things, all of the property of Invictus MD and all of the property of Invictus Sub will become the property of Amalco, and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all obligations of Invictus MD and Invictus Sub, whether arising by contract or otherwise, may be enforced against Amalco, to the same extent as if such obligations had been incurred or contracted by it; and Amalco will continue to be liable for the obligations of Invictus MD and Invictus Sub;

 

provided that none of the foregoing will occur or be deemed to occur unless all of the foregoing occurs.

Invictus MD has no plans to apply for a full revocation of the CTO and the Amalco Shares will continue to be subject to the CTO. As a result of the Arrangement:

 

1. 1. Invictus MD and Invictus Sub will be amalgamated, and their properties, assets, and liabilities will be combined;
2. 2. The shareholdings of the Company's shareholders in Amalco will be effectively consolidated on the basis of one common share of Invictus MD to 0.005 of an Amalco Share; and
3. 3. "Small lot" shareholdings holding less than 1,250 Amalco Shares will be bought out for cash at their estimate fair market value of $1.60 per share.

 

No fractional Amalco Shares will be issued. Any fractions resulting will be rounded down to the next whole number where the resulting fraction is 0.5 or less of an Amalco Share and rounded up to the next whole number where the resulting fraction is more than 0.5 of an Amalco Share.

As a consequence of the Arrangement, Invictus MD and Invictus Sub will be amalgamated, and Amalco will issue approximately 6,229,158 Amalco Shares in exchange for the Invictus MD Shares, more or less. The Amalco Securities will continue to be subject to the CTO, and Invictus MD has no plans to apply for a full revocation order.

For more detailed information, see the full text of the Arrangement Agreement and the Schedule "A" Plan of Arrangement, which will be filed shortly on SEDAR under the Company's profile.

No assurance can be given at this time that the proposed Transaction will be completed, that the conditions to closing will be satisfied or that the terms of the Transaction will not change materially from those described in this news release.

About Invictus MD

Invictus MD is primarily engaged in the investment, acquisition, and development of synergistic businesses to increase and sustain growth, value, and profits. Invictus MD is an investment holding company and holds, cash, investments in marketable securities, investments in private companies, and loans receivable.

We seek Safe Harbor.

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