Model Business Corporation Act

AYR Announces Receipt of Interim Order for Previously Announced Plan of Arrangement

Retrieved on: 
Wednesday, November 15, 2023

MIAMI, Nov. 15, 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, announced today that the Ontario Superior Court of Justice (Commercial List) (the “Court”) has granted an interim order (the “Interim Order”) authorizing various matters in connection with the Company’s previously announced plan of arrangement (the “Plan”) under Section 192 of the Canada Business Corporations Act (the “Transaction”), involving the Company, AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”) and the other direct or indirect subsidiaries of AYR (excluding Ayr Foundation Inc.).

Key Points: 
  • MIAMI, Nov. 15, 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, announced today that the Ontario Superior Court of Justice (Commercial List) (the “Court”) has granted an interim order (the “Interim Order”) authorizing various matters in connection with the Company’s previously announced plan of arrangement (the “Plan”) under Section 192 of the Canada Business Corporations Act (the “Transaction”), involving the Company, AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”) and the other direct or indirect subsidiaries of AYR (excluding Ayr Foundation Inc.).
  • The Transaction is subject to approval of, among other things, an affirmative vote of at least 662/3% of the votes cast by Senior Noteholders at the Meeting.
  • Further details regarding the Transaction will be included in the management information circular (the “Circular”) to be mailed to Senior Noteholders of record as of the Record Date in accordance with applicable securities law and the Interim Order.
  • The Circular will be filed by AYR on SEDAR+ and will be available under the Company’s profile at www.sedarplus.ca .

Nighthawk and Moneta Announce At-Market Merger to Create a Leading Canadian Gold Development Company

Retrieved on: 
Tuesday, November 28, 2023

Keyvan Salehi, President, CEO and Director of Nighthawk, and Josef Vejvoda, Interim CEO & Chairman of Moneta, jointly commented: “We believe that the Transaction presents an exciting opportunity to create a leading gold development company by bringing together two cornerstone assets in Canada.

Key Points: 
  • Keyvan Salehi, President, CEO and Director of Nighthawk, and Josef Vejvoda, Interim CEO & Chairman of Moneta, jointly commented: “We believe that the Transaction presents an exciting opportunity to create a leading gold development company by bringing together two cornerstone assets in Canada.
  • MergeCo will be underpinned by a considerable mineral resource of 7.8 million gold ounces in the Indicated category and 10.0 million gold ounces in the Inferred category1.
  • Potential to utilize excess mill capacity in proximity to the Tower Gold Project and accelerate towards near-term cash flow.
  • Synergies – Potential to unlock both G&A and operational efficiencies with seasonal workflow sequencing, staggered and phased development of the Projects.

Cybin Reports Second Quarter Financial Results and Recent Business Highlights

Retrieved on: 
Wednesday, November 15, 2023

Cybin Inc. (NYSE American:CYBN) (NEO:CYBN) (“Cybin” or the “Company”), a clinical-stage biopharmaceutical company committed to revolutionizing mental healthcare by developing new and innovative next-generation 2.0 psychedelic treatment options, today reported unaudited financial results for its second quarter ended September 30, 2023, and recent business highlights.

Key Points: 
  • Cybin Inc. (NYSE American:CYBN) (NEO:CYBN) (“Cybin” or the “Company”), a clinical-stage biopharmaceutical company committed to revolutionizing mental healthcare by developing new and innovative next-generation 2.0 psychedelic treatment options, today reported unaudited financial results for its second quarter ended September 30, 2023, and recent business highlights.
  • “We have made enormous progress during the past quarter, with ample momentum to carry us through year-end and into 2024.
  • Announced unprecedented positive Phase 2 interim data for CYB003, the Company’s proprietary deuterated psilocybin analog, in major depressive disorder (“MDD”).
  • Cash-based operating expenses totaled C$12.5 million for the quarter ended September 30, 2023, compared to C$11.3 million, in the prior year quarter, of which C$2.1 and C$2.0 million were one-time costs, respectively.

Q4 Inc. Enters into Definitive Agreement to be Acquired by Sumeru Equity Partners

Retrieved on: 
Monday, November 13, 2023

Julie Silcock, Independent Director of the Q4 Inc. Board said, "We are pleased to have reached this agreement with Sumeru Equity Partners, which delivers significant, immediate value to shareholders.

Key Points: 
  • Julie Silcock, Independent Director of the Q4 Inc. Board said, "We are pleased to have reached this agreement with Sumeru Equity Partners, which delivers significant, immediate value to shareholders.
  • Q4 has become a central force in how thousands of public companies communicate and engage with the market.
  • The Q4 Platform, fueled by innovative technology, data, and insights, empowers our customers to communicate their investment story to the world.
  • The process and negotiation of the Arrangement with Sumeru were supervised by a committee of independent directors (the “Special Committee”).

Barsele and Gold Line Announce Merger to Create Scandinavian Focused District-Scale Gold Exploration & Development Company

Retrieved on: 
Wednesday, December 13, 2023

Consolidating a Prolific Gold District – The Transaction brings together the advanced stage Barsele Project with a district-scale exploration portfolio to consolidate a significant license position in the Gold Line Mineral Belt of Sweden.

Key Points: 
  • Consolidating a Prolific Gold District – The Transaction brings together the advanced stage Barsele Project with a district-scale exploration portfolio to consolidate a significant license position in the Gold Line Mineral Belt of Sweden.
  • Taj Singh, President and CEO of Gold Line, commented: "We are very pleased to be combining with Barsele.
  • The Transaction is subject to approval at a special meeting of Gold Line shareholders (the "Gold Line Meeting") and requires an affirmative vote in favour o the Transaction from 66.67% of the votes cast by Gold Line ‎shareholders at the Gold Line Meeting.
  • An aggregate of 7,996,260 Gold Line Shares, representing approximately 17% of the issued and outstanding Gold Line Shares are subject to these voting support agreements.

KONTRON AND BSQUARE ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER

Retrieved on: 
Thursday, December 7, 2023

The Offer expired at one minute after 11:59 p.m., Eastern Time, on December 6, 2023 and was not extended (such date and time, the "Expiration Time").

Key Points: 
  • The Offer expired at one minute after 11:59 p.m., Eastern Time, on December 6, 2023 and was not extended (such date and time, the "Expiration Time").
  • Merger Sub will promptly accept for payment, and will promptly pay for, all Shares validly tendered and not validly withdrawn in the Offer.
  • As a result of the Offer and the merger, Bsquare will become a wholly-owned, indirect subsidiary of Kontron and Bsquare common stock will cease trading on NASDAQ.
  • Telegraph Hill BD LLC, the broker-dealer subsidiary of Telegraph Hill Advisors, LLC, is acting as financial advisor to Bsquare.

METALLA AND NOVA ANNOUNCE COMPLETION OF ARRANGEMENT

Retrieved on: 
Friday, December 1, 2023

Under the terms of the Arrangement, each former shareholder of Nova (a "Nova Shareholder") received 0.36 of a common share of Metalla (each whole share, a "Metalla Share") for each Nova Share held immediately prior to the completion of the Arrangement (the "Consideration").

Key Points: 
  • Under the terms of the Arrangement, each former shareholder of Nova (a "Nova Shareholder") received 0.36 of a common share of Metalla (each whole share, a "Metalla Share") for each Nova Share held immediately prior to the completion of the Arrangement (the "Consideration").
  • Pursuant to the Arrangement, Nova options became immediately vested, and such Nova options have been exchanged for replacement options exercisable for Metalla Shares at the same conversion ratio applicable to the Nova Shares, and any certificate or option agreement previously evidencing Nova options now evidences (and shall be deemed to evidence) such replacement options.
  • for those that ceased to be an employee, consultant, ‎officer or director of Nova or Metalla, as the case may be), provided that in no case shall the ‎date of expiry of any replacement option extend beyond the date that is 10 years from ‎the date of grant of the original Nova option.‎
    Pursuant to the Arrangement, each restricted share unit of Nova that was outstanding immediately prior to completion of the Arrangement ("Nova RSU") was deemed to be fully vested and settled in Nova Shares, which Nova Shares participated in the Arrangement.
  • The consideration that a holder of Nova RSUs is entitled to receive under the Arrangement may be subject to tax withholdings in accordance with the Arrangement.

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

Retrieved on: 
Friday, December 1, 2023

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:

BBTV HOLDINGS PROVIDES UPDATE AND SUPPLEMENTAL DISCLOSURE FOR SPECIAL MEETINGS

Retrieved on: 
Thursday, November 23, 2023

BBTV also wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular.

Key Points: 
  • BBTV also wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular.
  • Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular.
  • Since issuing the Circular, BBTV has determined to extend the voting exclusion beyond that required by MI 61-101.
  • Moreover, BBTV hereby provides additional information regarding the Special Committee's determination to allow the Rolling Shareholders to roll their interest in BBTV.

Complaint Filed Against ElectraMeccanica in Connection With Termination of Arrangement

Retrieved on: 
Tuesday, November 7, 2023

ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles, today announced that Tevva Motors Limited (“Tevva”) filed a complaint (the “Complaint”) in the United States District Court for the District of Arizona on November 3, 2023 against ElectraMeccanica, 1432952 B.C.

Key Points: 
  • ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles, today announced that Tevva Motors Limited (“Tevva”) filed a complaint (the “Complaint”) in the United States District Court for the District of Arizona on November 3, 2023 against ElectraMeccanica, 1432952 B.C.
  • As previously announced, on October 4, 2023, ElectraMeccanica notified Tevva of the termination of that certain arrangement agreement (the “Arrangement Agreement”) dated August 14, 2023, by and among ElectraMeccanica, Tevva, Holdco and Parentco, pursuant to which ElectraMeccanica and Tevva were to combine by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
  • The Complaint alleges breach of contract, defamation and tortious interference by the defendants, as applicable, in connection with the Arrangement Agreement and the transactions contemplated therein.
  • Additionally, the Complaint seeks preliminary and permanent injunctive relief (i) preliminarily prohibiting ElectraMeccanica from completing a merger with any other merger partner pending resolution of the Complaint; (ii) preventing ElectraMeccanica from dissipating its cash reserves through dividend or otherwise; (iii) requiring ElectraMeccanica to complete the Arrangement with Tevva; and (iv) otherwise requiring effectuation of the Arrangement.