CBCA

KARORA RESOURCES ANNOUNCES MERGER TRANSACTION WITH WESTGOLD RESOURCES

Retrieved on: 
Monday, April 8, 2024
CIBC, Agreement, GDX, Westgold Resources, Sale, G&A, AWST, OTCQX, Corporate spin-off, CBCA, Policy, Toronto Stock Exchange, KRR, Combined, Big Bell, Arrangement, Index, Safety, VWAP, Multilateral, Bluebird, ASX, TSX, Stikeman Elliott, Canada Business Corporations Act, Transaction, Good, Mining, Shareholder Meeting, Growth, Gold, FIRB, Security (finance)

TORONTO, April 7, 2024 /CNW/ - Karora Resources Inc. (TSX: KRR) (OTCQX: KRRGF) ("Karora") and Westgold Resources Limited (ASX: WGX) (OTCQX: WGXRF) ("Westgold") have agreed to combine in a merger pursuant to which Westgold will acquire 100% of the issued and outstanding common shares of Karora ("Karora Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act ("CBCA") ("Transaction").

Key Points: 
  • TORONTO, April 7, 2024 /CNW/ - Karora Resources Inc. (TSX: KRR) (OTCQX: KRRGF) ("Karora") and Westgold Resources Limited (ASX: WGX) (OTCQX: WGXRF) ("Westgold") have agreed to combine in a merger pursuant to which Westgold will acquire 100% of the issued and outstanding common shares of Karora ("Karora Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act ("CBCA") ("Transaction").
  • Karora shareholders will receive 2.5241 Westgold fully paid ordinary shares ("Westgold Shares"), A$0.68 (C$0.611) in cash and 0.30 of a share in a new company to be spun-out from Karora ("SpinCo") for each Karora Share held at the closing of the Transaction ("Offer Consideration").
  • Upon completion of the Transaction, existing Westgold and Karora shareholders will own approximately 50.1% and 49.9% of Enlarged Westgold, respectively.
  • The Transaction has been unanimously approved by the boards of directors of Westgold and Karora, and Karora's board of directors unanimously recommends that Karora shareholders vote in favour of the Transaction.

BBTV Holdings Announces Results of Shareholder Special Meeting and Securityholder Special Meeting

Retrieved on: 
Friday, December 1, 2023
Canada Business Corporations Act, Continuance, BBTV, Model Business Corporation Act, Multiple, Hierarchy, CBCA, TSX, Rare-earth element, Security (finance)

VANCOUVER, BC, Nov. 30, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that at its special meeting of shareholders (the "Continuance Meeting") and its special meeting of securityholders (the "Arrangement Meeting"), both held November 30, 2023, all matters presented at the meetings were approved as referred to in the notices of meetings and information circular dated October 30, 2023.

Key Points: 
  • VANCOUVER, BC, Nov. 30, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that at its special meeting of shareholders (the "Continuance Meeting") and its special meeting of securityholders (the "Arrangement Meeting"), both held November 30, 2023, all matters presented at the meetings were approved as referred to in the notices of meetings and information circular dated October 30, 2023.
  • Holders of both Multiple Voting Shares and Subordinate Voting Shares (together, the "Shareholders") were entitled to vote at the Continuance Meeting, with holders of Multiple Voting Shares entitled to ten votes per share and holders of Subordinate Voting Shares entitled to one vote per share.
  • 1 of the Company in accordance with section 103(2) of the CBCA.
  • At the Continuance Meeting, the Company received votes in respect of the Continuance as follows:

AYR Announces (1) Agreement with Senior Noteholders to Extend Maturity Date by Two Years, (2) Commitment for US$50 million of New Money Financing and (3) Amendment to LivFree Wellness, LLC Promissory Note

Retrieved on: 
Wednesday, November 1, 2023
Stikeman Elliott, Goodmans, CBCA, Majority, Backstop, OTCQX, EDGAR, AYR, SEDAR, Warrant, Acquisition, Note, Exercise, CSE, Senior, Support, New Money, LLP, PIK, Plan, Canada Business Corporations Act, Debt-to-GDP ratio, Security (finance), NewCo, Transaction

The New Money Notes will be issued with a 20% original issue discount (resulting in US$40 million of net proceeds to AYR at closing).

Key Points: 
  • The New Money Notes will be issued with a 20% original issue discount (resulting in US$40 million of net proceeds to AYR at closing).
  • Proceeds of the New Money Notes will be used to restructure or repay senior notes and for working capital purposes.
  • Stikeman Elliott LLP and Weil Gotshal & Manges LLP are acting as the Company’s Canadian and U.S. legal counsel, respectively.
  • Goodmans LLP and Paul Hastings LLP are acting as the Majority Noteholders’ Canadian and U.S. legal counsel, respectively.

SAFE SUPPLY AND ORIGIN THERAPEUTICS ANNOUNCE SIGNING OF DEFINITIVE AGREEMENT

Retrieved on: 
Wednesday, August 2, 2023
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., CSE, Canadian Securities Exchange, Canada Business Corporations Act, ORIG, CBCA, Cost-exchange ratio, Transaction, Name, Consolidation, Issuer, NEWS, Security (finance)

VANCOUVER, BC, CANADA, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Safe Supply Streaming Co. Ltd. (“Safe Supply”) and Origin Therapeutics Holdings Inc. (“Origin”) (CSE: ORIG) are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023, which is expected to result in the listing of the shares (the “Resulting Issuer Shares”) of the issuer that will exist upon completion of the Transaction (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”).

Key Points: 
  • THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
  • VANCOUVER, BC, CANADA, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Safe Supply Streaming Co. Ltd. (“Safe Supply”) and Origin Therapeutics Holdings Inc. (“Origin”) (CSE: ORIG) are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023, which is expected to result in the listing of the shares (the “Resulting Issuer Shares”) of the issuer that will exist upon completion of the Transaction (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”).
  • The Definitive Agreement was executed among Safe Supply, Origin and the Origin Subco Limited, a wholly-owned subsidiary of Origin incorporated under the Canada Business Corporations Act (the "CBCA").
  • The Definitive Agreement provides for, among other things, the triangular amalgamation pursuant to which: (i) Safe Supply will amalgamate with Origin Subco Limited under the CBCA to form one corporation ("Amalco"); and (ii) the securityholders of Safe Supply will receive Resulting Issuer Shares in exchange for securities of Safe Supply on a one-for-one basis (the "Exchange Ratio"), subject to adjustment for a Consolidation (as defined below), all in the manner contemplated by, and pursuant to, the terms and conditions of the Definitive Agreement.

Safe Supply and Origin Therapeutics Announce Signing of Definitive Agreement

Retrieved on: 
Wednesday, August 2, 2023
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., CSE, Canadian Securities Exchange, Canada Business Corporations Act, Model Business Corporation Act, ORIG, CBCA, Respiratory exchange ratio, Transaction, Name, Consolidation, Security (finance)

Vancouver, British Columbia--(Newsfile Corp. - August 2, 2023) - Safe Supply Streaming Co. Ltd. ("Safe Supply") and Origin Therapeutics Holdings Inc. (CSE: ORIG) ("Origin") are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023 , which is expected to result in the listing of the shares (the "Resulting Issuer Shares") of the issuer that will exist upon completion of the Transaction (the "Resulting Issuer") on the Canadian Securities Exchange (the "CSE").

Key Points: 
  • Vancouver, British Columbia--(Newsfile Corp. - August 2, 2023) - Safe Supply Streaming Co. Ltd. ("Safe Supply") and Origin Therapeutics Holdings Inc. (CSE: ORIG) ("Origin") are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023 , which is expected to result in the listing of the shares (the "Resulting Issuer Shares") of the issuer that will exist upon completion of the Transaction (the "Resulting Issuer") on the Canadian Securities Exchange (the "CSE").
  • The Definitive Agreement was executed among Safe Supply, Origin and the Origin Subco Limited, a wholly-owned subsidiary of Origin incorporated under the Canada Business Corporations Act (the "CBCA").
  • The Definitive Agreement provides for, among other things, the triangular amalgamation pursuant to which: (i) Safe Supply will amalgamate with Origin Subco Limited under the CBCA to form one corporation ("Amalco"); and (ii) the securityholders of Safe Supply will receive Resulting Issuer Shares in exchange for securities of Safe Supply on a one-for-one basis (the "Exchange Ratio"), subject to adjustment for a Consolidation (as defined below), all in the manner contemplated by, and pursuant to, the terms and conditions of the Definitive Agreement.
  • In connection with the Transaction, among other things, Origin will (i) complete a consolidation of its common shares (the "Origin Shares") on the basis of one (1) new Origin Share for four (4) old Origin Shares (the "Consolidation"); (ii) continue from the provincial jurisdiction of the Business Corporations Act (British Columbia) to the federal jurisdiction of the Canada Business Corporations Act (the "Continuance"), and concurrently (iii) change its name to "Safe Supply Streaming Co Ltd.", or such other name as may be agreed (the "Name Change").

Husky held accountable to charge laid by the AER

Retrieved on: 
Tuesday, June 6, 2023
Agreement, Justice, Four Inch Course, Canada Business Corporations Act, Government of Alberta, AB, Ministry of Energy (Alberta), CBCA, Government, Lay Down Your Weary Tune, Biodiversity, Environmental protection, AER, Investigation, Risk, Water, Alberta Energy Regulator, Court, Child Protection Restoration and Penalties Enhancement Act of 1990, Wetland, Oil, Cenovus Energy, Frog Lake

Calgary, AB, June 06, 2023 (GLOBE NEWSWIRE) -- Husky Oil Operations Limited, now amalgamated into Cenovus Energy Inc., has pled guilty in provincial court to a charge laid against them by the Alberta Energy Regulator (AER) in October 2022.

Key Points: 
  • Calgary, AB, June 06, 2023 (GLOBE NEWSWIRE) -- Husky Oil Operations Limited, now amalgamated into Cenovus Energy Inc., has pled guilty in provincial court to a charge laid against them by the Alberta Energy Regulator (AER) in October 2022.
  • The charge relates to the discharge of produced water contrary to section 109(2) of the Environmental Protection and Enhancement Act.
  • The release from the pipeline occurred prior to the Combination Transaction and over one-year prior to the Husky Amalgamation.
  • Husky owned, operated and was the licensee of the pipeline at all material times related to the release.

PowerSchool Partners with EDU, Inc. Common Black College Application to Support College Access & Equity for Students

Retrieved on: 
Thursday, May 25, 2023
University, Technology, Primary, Secondary, Software, Education, EDU, Partnership, Student, Historically black colleges and universities, CBCA, Friction, Documentation, Common Application, NYSE, Counselor, Nursing, Management, Tutoring, Naviance, Pearson Education

This exclusive partnership will connect students using Naviance with the Common Black College Application, better enabling students to apply to many Historically Black Colleges and Universities (HBCUs) at once starting with the 2023-2024 school year.

Key Points: 
  • This exclusive partnership will connect students using Naviance with the Common Black College Application, better enabling students to apply to many Historically Black Colleges and Universities (HBCUs) at once starting with the 2023-2024 school year.
  • The comprehensive college, career, and life readiness solutions available in Naviance are used by millions of students.
  • We are excited to partner with the Common Black College Application to benefit students, school counselors, and colleges.”
    The Common Black College Application is a network of Historically Black Colleges and Universities committed to supporting equity and access for students.
  • PowerSchool and EDU, Inc. will also work together to integrate the Common Black College Application with Naviance eDocs for the following year, making it easy for counselors to submit supporting documentation for student applications.

Casinobonusca.com Reveals Most Popular Casino Games Among Canadian Players

Retrieved on: 
Thursday, March 30, 2023
Online, Metric system, Gambling, Ageing, Blackjack, Bingo, Habit, CBCA, Casino

CasinoBonusCA's latest statistics show slots are among the most preferred games for players between 19 and 34.

Key Points: 
  • CasinoBonusCA's latest statistics show slots are among the most preferred games for players between 19 and 34.
  • The CBCA's statistics show that Bingo is not a game that can be associated with senior players.
  • Thus, less than 2% of these players opt for classic table games such as Blackjack and Roulette.
  • Online slot games continue to be one of the most popular choices among players, and lotteries and scratch tickets have maintained a steady presence among games of chance.

GobiMin Inc. to hold Special Meeting of Shareholders for Going Private Transaction

Retrieved on: 
Friday, January 27, 2023
Private, SEDAR, Tax, Canada Business Corporations Act, TSX Venture Exchange, CBCA, Consolidation, Fairness opinion, Letter, Fairness, Proxy, United Nations Special Committee on Palestine, Committee, Suite, Shareholder, Circular, GMN, Valuation, The Meeting, Meeting, News, Security (finance), Holding company, Audit, Bank, Sherbrooke Street

The Company has mailed to Shareholders a notice of the Meeting, a form of proxy and a management information circular of the Company for the Meeting (the “Circular”) containing important information relating to the Going Private Transaction.

Key Points: 
  • The Company has mailed to Shareholders a notice of the Meeting, a form of proxy and a management information circular of the Company for the Meeting (the “Circular”) containing important information relating to the Going Private Transaction.
  • At the Meeting, Shareholders entitled to vote at the Meeting will be asked to consider, and if thought advisable, approve a special resolution authorizing the Consolidation (the “Consolidation Resolution”) which if passed, would result in GobiMin being taken private.
  • However, based primarily on a number of qualitative factors, the Special Committee recommended to the Board that the Going Private Transaction be placed before the shareholders to allow shareholders to determine whether or not to accept the Going Private Transaction, but because the price in the Going Private Transaction is below the valuation range as set out in the Valuation and Fairness Opinion, the Board has not made any recommendation for or against approving the Consolidation to effect the Going Private Transaction.
  • The completion of the Going Private Transaction is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature.

Kingsdale Advisors Releases 2023 AGM Checklist for North American Companies – Expect a Banner Year for Activism

Retrieved on: 
Wednesday, January 18, 2023
Technology, Finance, Security, Public Relations, Investor Relations, Consulting, Communications, Professional Services, DEI (Diversity, Equity and Inclusion), Data Analytics, Environmental, Social and Governance (ESG), History, Multimedia, Canada Business Corporations Act, ESG, AGM, COVID-19, CBCA, Financial adviser, Risk management, Management

Kingsdale Advisors , North America’s leading strategic shareholder advisory firm, today released key questions and insights that every North American company and board need to consider ahead of their 2023 annual general meeting, including changes to the Canada Business Corporation Act (CBCA).

Key Points: 
  • Kingsdale Advisors , North America’s leading strategic shareholder advisory firm, today released key questions and insights that every North American company and board need to consider ahead of their 2023 annual general meeting, including changes to the Canada Business Corporation Act (CBCA).
  • “While economic uncertainty may have temporarily paused activities, these trends are pointing to a banner year for activism as history has shown that when markets experience a significant downturn, activism tends to surge in the following 12-18 months.
  • (Your shareholders might think so)
    Are your directors suited for your company’s current situation and future challenges?
  • Is your defence playbook up-to-date and do you have the right fight team in your corner?