TORONTO, ONTARIO, CANADA, Jan. 27, 2022 /EINPresswire.com/ — 1319472 BC Ltd. (the “Company”) is pleased to announce that the Company has completed a share consolidation (the “Consolidation”) of its common stock (the “Shares”) by exchanging one (1) new post-Consolidation Share for each tranche of three million two hundred and sixty-seven thousand nine hundred and seventy-three (3,267,973) Pre-Consolidation Shares, as authorized by a resolution adopted by the board of directors of the Company (the “Resolution”) effective of January 27, 2022 (the “Effective Date”) in accordance with the Articles of Association of the Company. No fractional shares will be issued following the Consolidation. Shareholders who end up with a fractional interest in the shares after the consolidation (i.e. those who hold less than 3,267,973 shares before the consolidation) will receive C$0.000306 in cash (the “cash consideration ”) for each Share held prior to the Consolidation and will cease to hold any fractional interest in the Shares. The resolution further authorized, pursuant to Section 238(g) of the British Columbia Business Corporations Act (the “BCBCA”), shareholders to exercise their dissent rights with respect to the consolidation, the manner described in sections 237 to 247 of the BCBCA. .
Effective January 27, 2022, the post-consolidation shares received new CUSIP/ISIN numbers: (CA6824422076/682442207).
A Letter of Transmittal will be mailed to Shareholders entitled to receive cash consideration only and may only be used by registered holders (the “Registered Shareholders”) of the Company’s Shares and shall not be used by Beneficial Shares that are Non-Registered Shareholders (the “Beneficial Shareholders”). A beneficial shareholder who does not own the shares registered in his name but which are held by an intermediary or a clearing agency such as CDS. Beneficial Shareholders should contact their Intermediary for instructions and assistance in issuing certificates representing their Shares and receiving the cash consideration for such Shares.
The Combination constitutes a “business combination” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”). In its review and approval of the Consolidation, the Company’s board of directors has determined that the Consolidation will be exempt from the formal valuation and minority approval requirements of NI 61-101 based on the exemptions of the sections 5.5(b) and 5.7. (g) NI 61-101.
On behalf of the Board of Directors
Chairman and Chief Executive Officer, Chief Financial Officer and Director
Phone. : 416 481 2222
Email: [email protected]
No recognized stock exchange accepts responsibility for the adequacy of this press release, which has been prepared by the management of the Company.
Caution Regarding Forward-Looking Statements
All statements contained in this press release, other than statements of historical facts, are “forward-looking information” about the Company within the meaning of applicable securities laws. Forward-looking information is often characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other words similar, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on opinions and estimates as of the date they are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially. those anticipated in the forward-looking statements. statements. There are inherent uncertainties in forward-looking information, including factors beyond the Company’s control. There can be no assurance that the business plans described in this press release will become effective on the terms or within the time frames described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by law. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s MD&A and other disclosure documents filed with Canadian securities regulators, which are posted on www.sedar.com.
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