Amalgamation

Titan Amends Amalgamation Agreement with Conavi Medical Inc. and Announces Extension of 2023 Annual General and Special Meeting

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星期三, 五月 29, 2024
Toronto Stock Exchange, Special, Bank statement, AGM, Amalgamation, Concurrency, TSX, TMD

TORONTO, Ontario, May 29, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is pleased to announce that it has entered into an amending agreement dated May 28, 2024 (the “Amending Agreement”), in respect of the previously announced amalgamation agreement dated March 17, 2024 (the “Amalgamation Agreement”) among Conavi Medical Inc. (“Conavi”), 1000824255 Ontario Inc. (a wholly-owned subsidiary of Titan) and Titan, to result in the merger of Conavi and Titan (the “Proposed Transaction”).

Key Points: 
  • TORONTO, Ontario, May 29, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is pleased to announce that it has entered into an amending agreement dated May 28, 2024 (the “Amending Agreement”), in respect of the previously announced amalgamation agreement dated March 17, 2024 (the “Amalgamation Agreement”) among Conavi Medical Inc. (“Conavi”), 1000824255 Ontario Inc. (a wholly-owned subsidiary of Titan) and Titan, to result in the merger of Conavi and Titan (the “Proposed Transaction”).
  • In addition, Titan announces that the Toronto Stock Exchange (“TSX”) has granted Titan an extension to hold its Annual General and Special Meeting of Shareholders (the “AGM”) on or before July 31, 2024.
  • As consideration for Titan entering into the Amending Agreement and agreeing to extend the various dates set forth therein, Conavi has agreed to advance $150,000 to Titan as a deposit for   direct and incremental expenses Titan may incur as a result of the extension to a maximum of $150,000.
  • Titan intends to schedule a date for the AGM as soon as practicable and to provide shareholders with the requisite notice of meeting and record date associated therewith.

NewtekOne, Inc. Hires Taylor Quinn as Chief Risk Officer

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星期一, 四月 1, 2024
Certified Public Accountant, KPMG, Risk management, Growth, Business, Risk, Business school, Amalgamated Bank, Senior, BOCA, Amalgamation, KPMG LLP, NEWT, Management

BOCA RATON, Fla., April 01, 2024 (GLOBE NEWSWIRE) -- NewtekOne, Inc. (the “Company”) (NASDAQ: NEWT), announced today that it has hired Mr. Taylor Quinn as Senior Vice President, Chief Risk Officer for NewtekOne and Newtek Bank, N.A., effective today.

Key Points: 
  • BOCA RATON, Fla., April 01, 2024 (GLOBE NEWSWIRE) -- NewtekOne, Inc. (the “Company”) (NASDAQ: NEWT), announced today that it has hired Mr. Taylor Quinn as Senior Vice President, Chief Risk Officer for NewtekOne and Newtek Bank, N.A., effective today.
  • Further, Taylor developed and integrated audit and risk management frameworks across the enterprise through deployment of technology.
  • Prior to Amalgamated Bank, Taylor worked at KPMG LLP as Audit Senior Manager in banking and capital markets where he worked with the audit, risk and regulatory functions.
  • Barry Sloane, Chairman, President and Chief Executive Officer commented, “We are thrilled to announce Taylor Quinn joining the senior management team at NewtekOne and Newtek Bank as Chief Risk Officer.

NewtekOne, Inc. Promotes Frank M. DeMaria to Chief Accounting Officer

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星期一, 四月 1, 2024
KPMG, Knowledge, Controller, Flagstar Bank, Treasurer, Senior, BOCA, Amalgamation, KPMG LLP, NEWT, Accounting, Management

BOCA RATON, Fla., April 01, 2024 (GLOBE NEWSWIRE) -- NewtekOne, Inc. (the “Company”) (NASDAQ: NEWT) has promoted Mr. Frank M. DeMaria to Executive Vice President, Chief Accounting Officer of NewtekOne effective as of March 29, 2024.

Key Points: 
  • BOCA RATON, Fla., April 01, 2024 (GLOBE NEWSWIRE) -- NewtekOne, Inc. (the “Company”) (NASDAQ: NEWT) has promoted Mr. Frank M. DeMaria to Executive Vice President, Chief Accounting Officer of NewtekOne effective as of March 29, 2024.
  • Frank brings a career’s worth of experience across many facets of financial holding company accounting and finance to this position.
  • Frank’s prior experience includes being Senior Vice President & Controller at Flagstar Bank, N.A; Senior Vice President & Chief Accounting Officer at Amalgamated Financial Corp.; and Senior Manager at KPMG LLP, Audit Financial Services.
  • Our former Chief Accounting Officer, Nick Leger, has assumed the role of Senior Vice President and Treasurer of NewtekOne and Newtek Bank.

Metabolica Health Completes Amalgamation with Big Fish and Announces Non-Brokered Private Placement

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星期一, 二月 26, 2024
Diabetes, CPA, Prospectus, Biotechnology, Obesity, Global health, Doctor of Philosophy, National instrument, CGA, Big Fish, Unit, Offering, Research, Amalgamation

Vancouver, British Columbia--(Newsfile Corp. - February 26, 2024) - Metabolica Health Inc. ("Metabolica" or the "Company") a pioneering biotechnology firm at the forefront of diabetes and obesity treatment research, is pleased to announce the completion of its amalgamation (the "Amalgamation Agreement") with Big Fish Acquisition Corp. ("Big Fish"), effective on January 1, 2024, with the resulting amalgamated company, named Metabolica Health Inc. ("Metabolica Health"), continuing the business of Metabolica.

Key Points: 
  • Vancouver, British Columbia--(Newsfile Corp. - February 26, 2024) - Metabolica Health Inc. ("Metabolica" or the "Company") a pioneering biotechnology firm at the forefront of diabetes and obesity treatment research, is pleased to announce the completion of its amalgamation (the "Amalgamation Agreement") with Big Fish Acquisition Corp. ("Big Fish"), effective on January 1, 2024, with the resulting amalgamated company, named Metabolica Health Inc. ("Metabolica Health"), continuing the business of Metabolica.
  • Pursuant to the terms of the Amalgamation Agreement dated October 30, 2023, Big Fish amalgamated with Metabolica to form Metabolica Health, and the issued shares of each of Metabolica and Big Fish were exchanged for shares of Metabolica Health or otherwise dealt with as follows: (a) each Class A Common share of Metabolica was exchanged for 22.213 common shares of Metabolica Health; and (b) each common share of Big Fish was exchanged for one-half of one common share of Metabolica Health.
  • Following the successful amalgamation transaction (the "Transaction"), Metabolica Health is pleased to announce that it is arranging a non-brokered private placement (the "Offering") of up to 2,500,000 Units, at a price of $0.40 per Unit, for gross proceeds of up to $1,000,000.
  • Furthermore, Metabolica Health is announcing the appointment of Mr. Scott Jardin, CPA, CGA, as the company's Chief Financial Officer.

Premier Diversified Holdings Inc. Announces Cease Trade Order and Provides Update on the Proposed Acquisition of AJA Health and Wellness Ltd., Assured Diagnosis Inc., and AJA Therapeutics Inc.

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星期一, 二月 5, 2024
BCSC, MRI, News, USD, Share (finance), Medtech, ADI, Indian stock exchange, CAD, Wellness, Funding, HBO, Amalgamation, Related party transaction, Chronic pain, THC, Diagnosis, Cannabinoid, Flavonoid, LOI, Health, TSX Venture Exchange, Minority, CFO, Aspirin, AJA, Apigenin, Nonsteroidal anti-inflammatory drug, Therapy, Smartphone, Bank statement, PDH

VANCOUVER, British Columbia, Feb. 05, 2024 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("PDH" or the "Company") (TSXV:PDH) announces that further to the press release dated January 18, 2024, whereby the Company announced the filing of an application seeking a management cease trade order (“MCTO”) from the British Columbia Securities Commission (“BCSC”) due to its inability to file its annual financial statements for the year ending September 30, 2023 including the related management’s discussion and analysis and certifications from the CEO and CFO (the “Annual Filings”), the BCSC will issue a cease trade order against PDH (the “CTO”).

Key Points: 
  • The Corporation continues to pursue the acquisitions of AJA Health and Wellness Ltd. ("AJA Health"), AJA Therapeutics Inc. ("ATI"), and Assured Diagnosis Inc. ("ADI", and together with PDH, AJA Health, and ATI, the "Parties").
  • The Acquisition, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of PDH.
  • There can be no assurance that the Acquisition will be completed as proposed or at all.
  • AJA Health and ADI are diligently working on having audits completed on their financial statements.

Amalgamated Financial Corp. Reports Fourth Quarter 2023 Financial Results: $170.8 Million Deposit Growth Excluding Brokered CDs; Net Interest Margin Rises to 3.44%

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星期四, 一月 25, 2024
Income tax, Amalgamation, AMAL, PACE, CECL, Total, Amalgamated Bank, Share repurchase, Earnings call, Sale, GAAP, Common equity, PACS, Capital, Eastern Time Zone, Bank

Net interest income was $67.3 million for the fourth quarter of 2023, compared to $63.7 million for the third quarter of 2023.

Key Points: 
  • Net interest income was $67.3 million for the fourth quarter of 2023, compared to $63.7 million for the third quarter of 2023.
  • Net interest margin was 3.44% for the fourth quarter of 2023, an increase of 15 basis points from 3.29% in the third quarter of 2023.
  • Core non-interest income1 was $8.5 million for the fourth quarter of 2023, compared to $7.8 million in the third quarter of 2023.
  • Core non-interest expense1 for the fourth quarter of 2023 was $37.7 million, an increase of $0.7 million from the third quarter of 2023.

Chesapeake Gold Completes Vertical Short-Form Amalgamation with Wholly-Owned Subsidiary

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星期二, 一月 2, 2024
TSX Venture Exchange, OTCQX, CUSIP, CKG, Amalgamation

Vancouver, British Columbia--(Newsfile Corp. - January 2, 2024) - Chesapeake Gold Corp. (TSXV: CKG) (OTCQX: CHPGF) ("Chesapeake" or the "Company") is pleased to announce it has completed a vertical short-form amalgamation (the "Amalgamation") pursuant to the Business Corporations Act (British Columbia) effective January 1, 2024 with the Company's wholly-owned subsidiary, American Gold Capital Corporation ("American Gold").

Key Points: 
  • Vancouver, British Columbia--(Newsfile Corp. - January 2, 2024) - Chesapeake Gold Corp. (TSXV: CKG) (OTCQX: CHPGF) ("Chesapeake" or the "Company") is pleased to announce it has completed a vertical short-form amalgamation (the "Amalgamation") pursuant to the Business Corporations Act (British Columbia) effective January 1, 2024 with the Company's wholly-owned subsidiary, American Gold Capital Corporation ("American Gold").
  • Prior to completion of the Amalgamation, the Company had effected the continuance of Metates Resources Ltd. (formerly Metates Mining Enterprises LLC), a wholly-owned subsidiary of American Gold ("Metates Resources"), from Delaware to British Columbia.
  • Following completion of the Amalgamation, the Company now holds Metates Resources directly, which in turn holds the shares of the Company's Mexican subsidiaries without an intervening US subsidiary.
  • This provides for a more streamlined corporate structure in which the Company also holds directly its 68% shareholding in its partially-owned subsidiary, Gunpoint Exploration Ltd. (TSXV: GUN).

Alpha Lithium Shareholders Approve the Privatization of Alpha Lithium by Tecpetrol

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星期五, 十二月 15, 2023
Lithium, Odyssey, NEO, Consideration, Circular, Acquisition, German, Multilateral, News, Amalgamation, Letter, Proxy, Meeting, Privatization, Minority, OTC, NEO Exchange, Security (finance)

VANCOUVER, British Columbia, Dec. 14, 2023 (GLOBE NEWSWIRE) -- Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (“Alpha”) is pleased to announce that, at the special meeting (the “Meeting”) of holders of common shares of Alpha (“Alpha Shareholders”) held earlier today, Alpha Shareholders approved the privatization of Alpha pursuant to the amalgamation (the “Amalgamation”) of Alpha and 1446978 B.C.

Key Points: 
  • VANCOUVER, British Columbia, Dec. 14, 2023 (GLOBE NEWSWIRE) -- Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (“Alpha”) is pleased to announce that, at the special meeting (the “Meeting”) of holders of common shares of Alpha (“Alpha Shareholders”) held earlier today, Alpha Shareholders approved the privatization of Alpha pursuant to the amalgamation (the “Amalgamation”) of Alpha and 1446978 B.C.
  • The amalgamated company resulting from the Amalgamation will be known as “Alpha Lithium Corporation” (“Amalco”).
  • The Consideration is the same form and same amount of consideration offered to Alpha Shareholders under the Offer.
  • Alpha Shareholders who hold their Alpha Shares through an investment advisor, broker, bank, trust company, custodian, nominee or other intermediary must contact such intermediary for instructions and assistance in exchanging their Alpha Shares for the Consideration.

Amalgamated Financial Corp. Appoints Julieta Ross and Scott Stoll to its Board of Directors

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星期四, 十一月 16, 2023
First Franklin Financial Corp., M&T Bank, Acquisition, Research, Ernst & Young, Audit committee, Citigroup, Risk management, Business, Executive Committee, Farmer, Chairperson, Insurance, Faculty, Strategic planning, Leadership Council, EY, The Co Founder, AMAL, Banco Santander, AAA Western Valley District, Farmers Insurance Group, Bowling Green State University, Banco, Management, Amalgamation, Central New York

NEW YORK, Nov. 16, 2023 (GLOBE NEWSWIRE) -- Amalgamated Financial Corp. (“Amalgamated” or the “Company”) (Nasdaq: AMAL) today announced it has appointed Julieta Ross and Scott Stoll as its newest members to the Company’s Board of Directors, effective immediately.

Key Points: 
  • NEW YORK, Nov. 16, 2023 (GLOBE NEWSWIRE) -- Amalgamated Financial Corp. (“Amalgamated” or the “Company”) (Nasdaq: AMAL) today announced it has appointed Julieta Ross and Scott Stoll as its newest members to the Company’s Board of Directors, effective immediately.
  • Dr. Ross has an extensive background in the broader financial services risk management landscape, with over 20 years of global banking technology leadership and experience.
  • Lynne Fox, Board Chair, commented, “Julieta and Scott bring impressive track records in the broader financial services and banking sectors to Amalgamated’s board of directors, making them the ideal candidates for this role.
  • Prior to this, Mr. Stoll’s role focused on commercial banking risk management and asset liability management from 1994 to 2000.

Element Technical Services Completes Acquisition of Essential Energy Services

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星期五, 十一月 10, 2023
Consideration, ESN, TSX, News, Element, Energy, Amalgamation

CALGARY, Alberta, Nov. 10, 2023 (GLOBE NEWSWIRE) -- Essential Energy Services Ltd. (TSX: ESN) (“Essential”) is pleased to announce the closing of its previously announced amalgamation (the “Amalgamation”) with 2544592 Alberta Ltd. (“Subco”, with the amalgamated entity being referred to as “Amalco”), a wholly-owned subsidiary of Element Technical Services Inc. (“Element”) pursuant to the amalgamation agreement dated September 15, 2023 among Essential, Element and Subco (the “Amalgamation Agreement”).

Key Points: 
  • CALGARY, Alberta, Nov. 10, 2023 (GLOBE NEWSWIRE) -- Essential Energy Services Ltd. (TSX: ESN) (“Essential”) is pleased to announce the closing of its previously announced amalgamation (the “Amalgamation”) with 2544592 Alberta Ltd. (“Subco”, with the amalgamated entity being referred to as “Amalco”), a wholly-owned subsidiary of Element Technical Services Inc. (“Element”) pursuant to the amalgamation agreement dated September 15, 2023 among Essential, Element and Subco (the “Amalgamation Agreement”).
  • Upon completion of the Amalgamation, each holder of common shares of Essential (“Essential Shares”), received one redeemable preferred share of Amalco (each, an "Amalco Redeemable Preferred Share") for each Essential Share held by such holder of Essential Shares and the Amalco Redeemable Preferred Shares were automatically redeemed for $0.40 in cash per Amalco Redeemable Preferred Share (the “Consideration”).
  • The Amalgamation was approved at a meeting of holders of Essential Shares held on November 7, 2023.
  • For information on how former holders of Essential Shares can receive the Consideration they are entitled to pursuant to the Amalgamation, holders should review Essential’s management information circular dated October 3, 2023 which is available under Essential’s profile on SEDAR+ at www.sedarplus.ca .