Toronto, Ontario--(Newsfile Corp. - July 30, 2024) - EVP Capital Inc., an Ontario corporation (TSXV: EVP.P) ("EVP Capital"), is pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the "Court") has granted an interim order (the "Interim Order") in connection with the previously announced statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "OBCA"), pursuant to which, subject to the satisfaction or waiver of all applicable conditions precedent, SEL AcquisitionCo Inc. ("Merger Sub"), a Delaware incorporated wholly-owned subsidiary of EVP Capital, will acquire all of the issued and outstanding shares of Sharp Edge Labs, Inc., a Delaware corporation ("Sharp Edge"), an arm's length third party, by way of merger conducted under the Delaware General Corporation Law in which Merger Sub will merge with and into Sharp Edge (together, the "Arrangement").
The Interim Order authorizes the calling and holding of an annual and special meeting (the "Meeting") of the Company's shareholders, the granting of dissent rights to registered shareholders and other matters relating to the conduct of the Special Meeting.
Details of the Shareholders Meeting and Implementation of the Arrangement
The Interim Order authorizes and orders that the Meeting be held on October 15, 2024 at 12:00 p.m. (Toronto time) (unless adjourned or postponed to a later date). Shareholders of record as of the close of business on September 10, 2024 are entitled to receive notice of, to participate in and to vote their shares of EVP Capital at the Meeting. Subject to receipt of approval of the TSX Venture Exchange (the "TSXV") and all necessary regulatory approvals, the management proxy circular (the "Circular") and related proxy materials in respect of the Meeting will be filed and available under EVP Capital's profile on SEDAR+ at www.sedarplus.ca. The Circular and related materials will also be mailed to option and warrant holders of Sharp Edge and EVP Capital. Details of the Meeting and how shareholders or their duly appointed proxyholders can attend, access and participate in the Meeting will be set out in the Circular.
Implementation of the Arrangement is subject to the approval at the Meeting by at least two-thirds (66 2/3%) of votes cast by EVP Capital's shareholders present or represented by proxy and entitled to vote at the Meeting. The Arrangement does not constitute a non-arm's length transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
In addition to the receipt of the requisite approval of the shareholders of EVP Capital, the completion of the Arrangement is subject to the final approval of the Arrangement by the Court and the satisfaction or waiver of other customary conditions to completion of the Arrangement, including the TSXV approving the Arrangement as a "Qualifying Transaction" in accordance with TSXV Policy 2.4 – Capital Pool Companies and listing its shares upon completion of the Arrangement as a Tier 2 Life Sciences Issuer on the TSXV.
Subject to the satisfaction of such conditions, the Arrangement is anticipated to be completed on or about October 25, 2024. EVP Capital has obtained voting support agreements from certain of its shareholders representing approximately 61.8% of the issued and outstanding shares of EVP Capital, pursuant to which such EVP Capital shareholders will vote their shares at the Meeting in favour of the Arrangement and any actions required in furtherance of the actions contemplated thereby.
About EVP Capital
Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to EVP Capital or Sharp Edge, including the closing of the Arrangement and any other transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect EVP Capital's current views and intentions with respect to future events, and current information available to EVP Capital, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including EVP Capital receiving approval of the Arrangement from the shareholders of EVP and from the TSXV, and Sharp Edge receiving stockholder approval for the merger constituting part of the Arrangement. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect EVP Capital in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, EVP Capital does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and EVP Capital undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
All information contained in this press release with respect to EVP Capital and Sharp Edge was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied entirely on the other party for any information concerning the other party. EVP Capital has not conducted due diligence on the information provided by Sharp Edge and does not assume any responsibility for the accuracy or completeness of such information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Arrangement is subject to a number of conditions, including but not limited to requisite approval of the shareholders of EVP Capital and the stockholders of Sharp Edge, all necessary court approvals in connection with the Arrangement, and acceptance of the TSXV. There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular in connection with solicitation of proxies of shareholders of EVP Capital at the Meeting, listing statement or similar disclosure document to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of EVP Capital should be considered highly speculative. The TSXV has not in any way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about EVP Capital and management, as well as financial statements.
NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA
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