Arrangement

Playmaker Capital Inc. announces Shareholder Approval of its Acquisition by Better Collective

Retrieved on: 
Monday, January 22, 2024

Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the “Company”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media brands, is pleased to announce that holders (the “Company Shareholders”) of its common shares (the “Common Shares”) have voted in favour of the previously announced acquisition of Playmaker by Better Collective A/S (“Better Collective”) by way of plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) at the Company’s special meeting of shareholders (the “Meeting”) held on January 22, 2024.

Key Points: 
  • Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the “Company”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media brands, is pleased to announce that holders (the “Company Shareholders”) of its common shares (the “Common Shares”) have voted in favour of the previously announced acquisition of Playmaker by Better Collective A/S (“Better Collective”) by way of plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) at the Company’s special meeting of shareholders (the “Meeting”) held on January 22, 2024.
  • The completion of the Arrangement requires the approval of: (i) at least two-thirds of the votes cast at the Meeting in person or by proxy by Company Shareholders; and (ii) a majority of the votes cast at the Meeting in person or by proxy by Company Shareholders, excluding votes of persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
  • The voting results from the Meeting are as follows:

Blackstone Real Estate to Take Tricon Residential Private

Retrieved on: 
Friday, January 19, 2024

Blackstone (NYSE: BX) and Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the “Company”) today announced that they have entered into an arrangement agreement (the “Arrangement Agreement”) under which Blackstone Real Estate Partners X together with Blackstone Real Estate Income Trust, Inc. (“BREIT”) will acquire all outstanding common shares of Tricon (“Common Shares”) for $11.25 (approximately C$15.17) per Common Share in cash (the “Transaction”).

Key Points: 
  • Blackstone (NYSE: BX) and Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the “Company”) today announced that they have entered into an arrangement agreement (the “Arrangement Agreement”) under which Blackstone Real Estate Partners X together with Blackstone Real Estate Income Trust, Inc. (“BREIT”) will acquire all outstanding common shares of Tricon (“Common Shares”) for $11.25 (approximately C$15.17) per Common Share in cash (the “Transaction”).
  • Tricon serves communities in high-growth markets such as Atlanta, Charlotte, Dallas, Tampa and Phoenix as well as Toronto, Canada.
  • “Tricon provides access to high-quality housing, and we are fully committed to delivering an exceptional resident experience together,” said Nadeem Meghji, Global Co-Head of Blackstone Real Estate.
  • In certain circumstances, Blackstone is required to pay a $526,000,000 reverse termination fee to Tricon upon the termination of the Arrangement Agreement.

Q4 Inc. Issues Final Reminder to Shareholders to Vote FOR the Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Friday, January 19, 2024

A Special Meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).

Key Points: 
  • A Special Meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).
  • Shareholders are urged to vote TODAY to ensure their vote is promptly received ahead of the voting deadline of January 22, 2024 at 10:00 a.m. Toronto Time.
  • Materials related to the Special Meeting and instructions on how to vote “FOR” the Arrangement can be found here: https://investors.q4inc.com/Special-Meeting-Vote/Special-Meeting/default... .
  • Under the terms of the Arrangement, Shareholders (other than Rolling Shareholders) will receive $6.05 a share in cash.

Luminex Resources Securityholders Overwhelmingly Approve Adventus Mining Merger

Retrieved on: 
Friday, January 19, 2024

VANCOUVER, BC, Jan. 19, 2024 /PRNewswire/ - Luminex Resources Corp. (TSXV: LR) (OTCQX: LUMIF) (the "Company" or "Luminex") is pleased to announce that at a special meeting of securityholders held earlier today (the "Meeting"), Luminex shareholders and Luminex optionholders voted overwhelmingly in favour of the resolution (the "Arrangement Resolution") approving the proposed acquisition of Luminex by Adventus Mining Corporation by way of a plan of arrangement (the "Arrangement").

Key Points: 
  • VANCOUVER, BC, Jan. 19, 2024 /PRNewswire/ - Luminex Resources Corp. (TSXV: LR) (OTCQX: LUMIF) (the "Company" or "Luminex") is pleased to announce that at a special meeting of securityholders held earlier today (the "Meeting"), Luminex shareholders and Luminex optionholders voted overwhelmingly in favour of the resolution (the "Arrangement Resolution") approving the proposed acquisition of Luminex by Adventus Mining Corporation by way of a plan of arrangement (the "Arrangement").
  • 85,855,189 Luminex shares, representing 49.36% of the issued and outstanding Luminex shares and 4,430,000 Luminex stock options ("Luminex Options") representing 78.48% of the issued and outstanding Luminex Options as at the record date of December 12, 2023, were voted at the Meeting.
  • The Arrangement Resolution was approved by approximately: (i) 99.97% of the votes cast by Luminex shareholders; (ii) 99.97% of votes cast by Luminex shareholders and Luminex optionholders, voting together as a single class; and (iii) 99.94% of the votes cast by Luminex shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
  • For a more detailed description of the Arrangement, please refer to the Company's management information circular dated December 15, 2023.

F3 Announces Intention to Spin-Out F4 Uranium Corp.

Retrieved on: 
Tuesday, January 16, 2024

Raymond Ashley, President of F3 and incoming CEO of F4, commented: "The F4 Properties demand greater attention from the drill bit and from the market.

Key Points: 
  • Raymond Ashley, President of F3 and incoming CEO of F4, commented: "The F4 Properties demand greater attention from the drill bit and from the market.
  • The proposed terms of the Arrangement provide that, among other things, F3 will transfer the Properties to F4 in exchange for F4 Shares.
  • F3 shareholders will receive F4 Shares on the basis of one F4 Share for every 10 common shares of F3 held at the record date of the Arrangement.
  • In addition, it is proposed that upon the creation of F4, F3 shall make a strategic investment into F4, providing sufficient capital to complete the Spin-Out and Listing.

Calibre Mining Shareholders Approve Marathon Gold Acquisition

Retrieved on: 
Tuesday, January 16, 2024

VANCOUVER, British Columbia, Jan. 16, 2024 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) is pleased to announce that at a special meeting of shareholders held earlier today (the “Meeting”), Calibre shareholders voted overwhelmingly in favour of the resolution (the “Calibre Shareholder Resolution”) approving the issuance of up to 315,664,294 common shares of Calibre (“Calibre Shares”) in connection with the proposed acquisition of Marathon Gold Corporation (“Marathon”) by way of a plan of arrangement (the “Arrangement”), as well as the resolution (the “LTIP Amendments Resolution”) approving an amendment to the maximum number of Calibre Shares issuable under Calibre’s amended and restated long-term incentive plan, which will be implemented only upon the completion of the Arrangement.

Key Points: 
  • VANCOUVER, British Columbia, Jan. 16, 2024 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) is pleased to announce that at a special meeting of shareholders held earlier today (the “Meeting”), Calibre shareholders voted overwhelmingly in favour of the resolution (the “Calibre Shareholder Resolution”) approving the issuance of up to 315,664,294 common shares of Calibre (“Calibre Shares”) in connection with the proposed acquisition of Marathon Gold Corporation (“Marathon”) by way of a plan of arrangement (the “Arrangement”), as well as the resolution (the “LTIP Amendments Resolution”) approving an amendment to the maximum number of Calibre Shares issuable under Calibre’s amended and restated long-term incentive plan, which will be implemented only upon the completion of the Arrangement.
  • 290,660,955 Calibre Shares, representing 62.67% of the issued and outstanding Calibre Shares as at the record date, were voted at the Meeting.
  • Each of the Calibre Shareholder Resolution and LTIP Amendments Resolution was approved by approximately 99.59% and 76.04% of votes cast, respectively, by Calibre shareholders either in person (virtually) or represented by proxy at the Meeting.
  • In addition to the approval by Calibre shareholders, we are advised Marathon shareholders approved the Arrangement at the special meeting of Marathon shareholders held earlier today.

Marathon Gold Shareholders Approve Arrangement with Calibre Mining

Retrieved on: 
Tuesday, January 16, 2024

TORONTO, Jan. 16, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon”; TSX: MOZ) is pleased to announce that at a special meeting (the “Special Meeting”) of its shareholders (the “Marathon Shareholders”) held earlier today, a significant majority of the Marathon Shareholders voted in favour of the special resolution (the “Arrangement Resolution”) approving the proposed plan of arrangement (the “Arrangement”) with Calibre Mining Corp. (“Calibre”), pursuant to which Marathon Shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.

Key Points: 
  • TORONTO, Jan. 16, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon”; TSX: MOZ) is pleased to announce that at a special meeting (the “Special Meeting”) of its shareholders (the “Marathon Shareholders”) held earlier today, a significant majority of the Marathon Shareholders voted in favour of the special resolution (the “Arrangement Resolution”) approving the proposed plan of arrangement (the “Arrangement”) with Calibre Mining Corp. (“Calibre”), pursuant to which Marathon Shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.
  • The Arrangement Resolution required the approval of at least 66 2/3% of the votes cast by all Marathon Shareholders present in person or represented by proxy and entitled to vote at the Special Meeting.
  • Marathon Shareholders carrying an aggregate of 278,637,000 votes, representing approximately 59.39% of votes entitled to be cast at the Special Meeting, were present or represented by proxy at the Special Meeting.
  • The Arrangement Resolution was approved by 97.01% of the votes cast by Marathon Shareholders at the Special Meeting.

FINSIGHT Group Inc. Calls on Q4 Inc. Shareholders to Vote AGAINST the Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Friday, January 12, 2024

NEW YORK, Jan. 12, 2024 (GLOBE NEWSWIRE) -- FINSIGHT Group Inc ("FINSIGHT"), a New York City based financial technology provider that beneficially owns over 2 million or approximately 5.6% of Q4’s outstanding shares and represents approximately 8.9% of the non-rolling shareholders, today called on its fellow Q4 Inc (“Q4” or the “Company”) shareholders to join FINSIGHT in voting AGAINST the Company’s proposed plan of arrangement to be acquired by Sumeru Equity Partners (“Sumeru”) (the “Arrangement”) at a special meeting of Q4 shareholders ("Special Meeting") currently scheduled for January 24, 2024. (All amounts in USD unless otherwise specified).

Key Points: 
  • The MIC disclosures and the perspectives of other shareholders shared with FINSIGHT, increased its conviction that the Arrangement should be opposed by all Q4 shareholders.
  • The consideration offered to Non-Rolling Shareholders by Sumeru Equity Partners, Q4 Management, and the other insiders is grossly inadequate.
  • FINSIGHT believes Non-Rolling Shareholders have a real and viable opportunity to vote down the Arrangement, given the concentration of long-term Non-Rolling Shareholders, and the exclusion of Rolling Shareholders from the ‘Majority of Minority’ vote.
  • Fellow shareholders, you do not have to accept this opportunistic value transfer from your pocket to that of the Rolling Shareholders and Sumeru.

Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Marathon Shareholders Vote FOR the Arrangement with Calibre

Retrieved on: 
Tuesday, January 9, 2024

TORONTO, Jan. 09, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon” or the “Company”; TSX: MOZ) is pleased to announce that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have each recommended that Marathon shareholders (“Marathon Shareholders”) vote “FOR” Marathon’s proposed plan of arrangement (“Arrangement”) with Calibre Mining Corp. (“Calibre”) at the upcoming special meeting of Marathon Shareholders (the “Special Meeting”) to be held on Tuesday, January 16, 2024 at 10:00 a.m. (Toronto Time).

Key Points: 
  • TORONTO, Jan. 09, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon” or the “Company”; TSX: MOZ) is pleased to announce that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have each recommended that Marathon shareholders (“Marathon Shareholders”) vote “FOR” Marathon’s proposed plan of arrangement (“Arrangement”) with Calibre Mining Corp. (“Calibre”) at the upcoming special meeting of Marathon Shareholders (the “Special Meeting”) to be held on Tuesday, January 16, 2024 at 10:00 a.m. (Toronto Time).
  • Marathon Shareholders are encouraged to vote FOR the Arrangement by no later than 10:00 a.m. (Eastern Time) on Friday, January 12, 2024, being the proxy cut-off time for voting for the Special Meeting.
  • Please visit the Special Meeting page on our website for complete details and links to all relevant documents a t marathon-gold.com/investors/special-meeting/.
  • If you have questions about the meeting matters or require voting assistance, please contact Marathon‘s proxy solicitation agent, Laurel Hill Advisory Group, at:

Second Leading Proxy Advisory Firm Glass Lewis Recommends Q4 Inc. Shareholders Vote FOR the Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Friday, January 12, 2024

Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that independent proxy advisory firm Glass Lewis & Co. (“Glass Lewis”) recommends holders (the “Shareholders”) of the Company’s common shares (the “Common Shares”) vote “FOR” the proposed arrangement transaction (the “Arrangement”) whereby Q4 would be acquired by a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm.

Key Points: 
  • Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that independent proxy advisory firm Glass Lewis & Co. (“Glass Lewis”) recommends holders (the “Shareholders”) of the Company’s common shares (the “Common Shares”) vote “FOR” the proposed arrangement transaction (the “Arrangement”) whereby Q4 would be acquired by a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm.
  • Previously, proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) also recommended in favor of the Arrangement.
  • A special meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).
  • We encourage Shareholders to vote for the proposed Arrangement at the Special Meeting.”
    Q4 encourages all Shareholders to follow the recommendation of both ISS and Glass Lewis and vote “FOR” the proposed Arrangement by January 22, 2024 at 10 a.m. (Toronto Time).