Arrangement

F3 Announces Intention to Spin-Out F4 Uranium Corp.

Retrieved on: 
Tuesday, January 16, 2024
Athabasca, FUU, Meeting, Arrangement, Property, PLN, Spin-off (media), Tropical cyclone, Attention, Radioactive decay, Canada Business Corporations Act, Murphy Lake, TSX Venture Exchange, National Instrument 43-101, Broach, National instrument, Oil

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
Proxy, CXB, Arrangement, Amendment, TSX, Acquisition, OTCQX, Security (finance)

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
Proxy, TSX, Arrangement, Special, MOZ, Security (finance)

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
Special, Research, Face, Committee, Sale, Letter, Apathy, Growth, MIC, Revenue stream, Tax, NDA, Disclosure, Marketing, Arrangement, Shirin David, Frustration, Rolling, ARPC, NOT, Proxy, ALL, Fatigue, IPO, USD, Thoma Bravo, Negotiation, Security (finance)

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
Bay Street, ISS, Arrangement, Special, Glass Lewis, MOZ, Suite, TSX, Eastern Time Zone, Management

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
Software, Data Analytics, Internet, Finance, Public Relations, Investor Relations, Communications, Professional Services, Technology, Special, ISS, Essence, Arrangement, Glass Lewis, TSX, Telephone, Inc.

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).

Q4 Inc. Receives Support from Independent Proxy Advisor ISS and Issues Materials Detailing Why Shareholders Should Vote FOR the Value-Maximizing Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Wednesday, January 10, 2024
Technology, Other Communications, Finance, Security, Fintech, Public Relations, Investor Relations, Communications, Professional Services, Software, Data Analytics, Circular, Essence, Arrangement, Special, RBC Capital Markets, Multimedia, Committee, Sale, TSX, Acquisition, Telephone, Letter, Rolling, Consideration, Inc., Security (finance)

The full text of the letter follows:

Key Points: 
  • The full text of the letter follows:
    Deadline to Submit Your Proxy Vote is January 22, 2024 at 10 a.m. (Toronto Time).
  • Thank you for your investment in Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”).
  • We believe that the rationale for the Arrangement is clear and that it represents the optimal pathway for Shareholders.
  • Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, the Company’s shareholder communications advisor and proxy solicitation agent at:

Power Nickel Raises $2,180,000, Outlines 2024 Plans

Retrieved on: 
Tuesday, January 9, 2024
Carbon, Teck Resources, Gold, PGM, Arrangement, Critical, Valuation, Electronics, Lynch, Mining, Pods, LME, Metal injection molding, Plan, Environment, FINRA, Feasibility study, 3D, Dietary supplement, CIRO, Measurement, Nickel, Geology, Pod, ANT, Complaint, Technical report, MIM, Growth

It is expected in February that Power Nickel will announce the terms of the Plan of Arrangement and complete it in Q2.

Key Points: 
  • It is expected in February that Power Nickel will announce the terms of the Plan of Arrangement and complete it in Q2.
  • At that time, we would expect to have fully funded the spinout initial plans privately while unassociated with the Power Nickel balance sheet.
  • Power Nickel plans to sell both a 10% stake in the Company and a 10% offtake agreement on the production from any future mine at Nisk during H1 of 2024.
  • Together, we look forward to a very exciting and big year," added Power Nickel CEO Terry Lynch.

Q4 Inc. Files and Mails Management Information Circular for Special Meeting of Shareholders to Approve Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Wednesday, January 3, 2024
Technology, Other Communications, Finance, Security, Fintech, Public Relations, Investor Relations, Communications, Professional Services, Software, Data Analytics, Raymond James Financial, Consideration, Liquidity, Circular, Inc., Indian stock exchange, Acquisition, Committee, Stifel, Rolling, Arrangement, Meeting, IPO, TSX, Toronto Stock Exchange, Security (finance)

The Circular also provides information on related matters, including voting procedures, how to attend the virtual Meeting and instructions for Shareholders unable to attend the Meeting.

Key Points: 
  • The Circular also provides information on related matters, including voting procedures, how to attend the virtual Meeting and instructions for Shareholders unable to attend the Meeting.
  • The Meeting will be held virtually via live audio webcast accessed as more particularly set out in the Meeting Materials.
  • Julie Silcock, independent director and Chair of the independent Special Committee said, "The all-cash agreement with Sumeru Equity Partners delivers significant, immediate value to shareholders.
  • In assessing the transaction, the Special Committee considered a variety of reasons and factors, which are detailed in the Company’s management information circular.

AYR Announces Receipt of Senior Noteholder and Court Approval of Previously Announced Plan of Arrangement

Retrieved on: 
Friday, December 22, 2023
Canada Business Corporations Act, OTCQX, Arrangement, SVS, Proxy, Senior, Security (finance)

MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, today provided an update in respect of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”).

Key Points: 
  • MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, today provided an update in respect of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”).
  • The Company is pleased to announce that the Senior Noteholders voted to approve the Arrangement (the “Arrangement Resolution”) at the special meeting of Senior Noteholders held on December 15, 2023 (the “Meeting”).
  • The Arrangement Resolution, which required the approval of at least 662/3% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting, was approved by over 99% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting.
  • The results of the votes cast by the Senior Noteholders are set out in more detail below: