VANCOUVER, BC--(Marketwired - November 10, 2015) - Kobex Capital Corp. (TSX VENTURE: KXM) (the "Company" or "Kobex") today announced that the Supreme Court of British Columbia (the "Court") has dismissed a Petition brought by Kingsway Financial Services Inc. ("Kingsway") in regard to certain orders with respect to the upcoming special meeting of Kobex scheduled to be held on November 17, 2015 (the "Meeting"), and adjourned consideration of the balance of the relief sought by Kingsway in its Petition to a later date. The Meeting will proceed as scheduled.
Kingsway, which is currently engaged in a proxy contest to remove the board of directors of Kobex, had commenced the Petition in the Court against Sprott Inc. and Kobex. The Petition contained certain allegations regarding a trade in Kobex shares, the shareholder rights plan dated October 8, 2015 between Kobex and Computershare Investor Services Inc. (the "Rights Plan") and the conduct of the Meeting. The Court dismissed orders sought by Kingsway in the Petition, among others, to appoint an independent chair for the Meeting, and in the alternative for an adjournment of the Meeting.
Kobex believes that the balance of the relief sought by Kingsway in the Petition is without merit and intends to continue to defend against it vigorously.
Kobex has also amended its Rights Plan effective immediately as of the date hereof. The amendments, which extend certain time periods under the Rights Plan, afford the Board of Directors of the Company the ability to continue to investigate the matters raised in the Petition, to consider any additional information and evidence that may be subsequently received, and to conduct a final determination with respect to application of the Rights Plan, all in light of the best interests of the Company. A copy of the amending agreement has been filed under Kobex's profile on SEDAR at www.sedar.com.
Special Meeting
The Special Meeting of Kobex Shareholders is scheduled to be held at noon (Toronto time) on Tuesday, November 17, 2015 at the offices of Stikeman Elliott LLP, 199 Bay Street, 5300 Commerce Court West, Toronto, Ontario, M5L 1B9.
Take Action. Reject Kingsway
Your vote is extremely important. Time is very short. The Kobex Board unanimously recommends that Kobex Shareholders REJECT changes to the current Kobex Board and vote only the WHITE form of proxy AGAINST, and WITHHOLD their votes from, all of the Kingsway resolutions, as applicable. Your proxy or voting instruction form should be delivered well in advance of the proxy cut-off at noon (Toronto Time) on Friday, November 13, 2015 pursuant to the instructions set out in Kobex's management information circular. For ease of voting we strongly encourage Kobex Shareholders to please visit www.kobex-capital.com and click on the "Vote Now" button.
Shareholders who have previously voted the dissident blue form of proxy and wish to support Kobex management have the right to change their vote by simply completing, executing and delivering a WHITE proxy. A later-dated WHITE proxy revokes a previously recorded vote.
The Kobex Board urges Kobex Shareholders to review in detail the Letter to Kobex Shareholders and Response Letter to Kobex Shareholders as well as Kobex's management information circular, copies of all of which are have been mailed to Kobex Shareholders, and are available both under the Company's profile at www.sedar.com and on the Company's website at www.kobex-capital.com.
Kobex Shareholders who have any questions, require information in respect of this process, or require any assistance in completing, executing and submitting their WHITE form of proxy or voting instruction form, or, where applicable, revoking the blue form of proxy, can contact Kobex's solicitation agent D.F. King at:
North American Toll Free Number: 1-800-301-3998
Outside North America, Banks, Brokers and Collect Calls: 1-201-806-7301
Email: inquiries@dfking.com
North American Toll Free Facsimile: 1-888-509-5907
Facsimile: 1-647-351-3176
Forward-Looking Statements
Certain statements contained in this news release may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any anticipated results, performance or achievements expressed or implied by such forward-looking statements. The use of any of the words "anticipate", "continue", "expect", "may", "will", "would", "project", "should", "believe", "plan" and "intends" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements may relate to Kobex's management's expectations, estimates and analysis with respect to: its business strategy; the composition of its board of directors; the legal proceedings related to the petition which has been filed by Kingsway; and the feasibility, value and impact of Kingsway's proposals and strategies for Kobex and the board's belief that these proposals and strategies are not in the best interests of Kobex or its shareholders, and will destroy shareholder value.
Forward-looking statements are based on certain factors and assumptions regarding, among other things, market acceptance of Kobex's corporate strategy and corporate endeavours and the success of Kobex's announced corporate strategy and future transactions. There can be no assurance that these assumptions will prove to be correct. Readers are cautioned that forward-looking statements included in this news release are not guarantees of future performance, and are also cautioned not to place undue reliance on forward-looking statements which involve known and unknown material risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any anticipated results, performance or achievements expressed or implied in such forward-looking statements. These statements speak only as of the date of this news release. Kobex undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities law.
All of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the anticipated results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Kobex.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.