CALGARY, Alberta, Sept. 08, 2022 (GLOBE NEWSWIRE) — This press launch is being issued in accordance with the early warning necessities of relevant Canadian securities legal guidelines. 1437891 Alberta Ltd. (the “Transferor“) transferred frequent shares (“Inventronics Shares“) of Inventronics Limited (“Inventronics“) to every of 2451320 Alberta Ltd., 2451335 Alberta Ltd., and C2DO Holding Ltd. (every a “Transferee“, collectively the “Transferees“).
The Transferees every acquired 868,750 Inventronics Shares for an mixture quantity of 2,606,250 Inventronics Shares transferred by way of a collection of transactions accomplished on a tax-deferred foundation (the “Transfers“) in accordance with the provisions of part 85 of the Income Tax Act (Canada).
The Transferees are companies integrated pursuant to the provisions of the Business Corporations Act (Alberta). Prior to the Transfers, every Transferee held zero (0) Inventronics Shares representing 0% of the entire issued and excellent Inventronics Shares and following the Transfers, every Transferee holds 868,750 Inventronics Shares representing roughly 18.1% of the entire issued and excellent Inventronics Shares.
The Transferor is a company integrated pursuant to the provisions of the Business Corporations Act (Alberta) which previous to the Transfers held 3,475,000 Inventronics Shares representing roughly 72.3% of the entire issued and excellent Inventronics Shares and following the Transfers holds 868,750 Inventronics Shares representing roughly 18.1% of the entire issued and excellent Inventronics Shares.
Dan J. Stearne, Tracy Lee Dobson and Daniel C. Y. O’Greysik (“Former Shareholders“) had been beforehand shareholders of the Transferor every holding 25% of the issued and excellent frequent shares of the Transferor (“Transferor Shares“). The Transfers resulted within the cancellation of the Transferor Shares, beforehand held by the Former Shareholders. As a outcome, the Former Shareholders not maintain any shares or different securities within the Transferor and subsequently don’t have any useful curiosity within the remaining Inventronics Shares held by the Transferor. Each of the Former Shareholders can be a director and officer of Inventronics.
Following the completion of the Transfers, the Former Shareholders now maintain Inventronics Shares by way of every of their respective holding corporations, being the Transferees. Dan Stearne is the only director and officer and holds 100% of the excellent voting fairness shares of 2451320 Alberta Ltd. Tracy Dobson is the only director and officer and holds 100% of the excellent voting fairness shares of 2451335 Alberta Ltd. Daniel O’Greysik is the only director and officer and holds 100% of the excellent voting fairness shares of C2DO Holding Ltd. The remaining shareholder of the Transferor now holds 100% of the voting fairness shares of the Transferor and subsequently has an oblique useful possession in all of the remaining Inventronics Shares held by the Transferor.
The objective of the Transfers was to switch the Inventronics Shares on a tax-deferred foundation such that every of the Former Shareholders of the Transferor has direct management over the Inventronics Shares by which they beforehand solely had a useful curiosity in by way of their respective possession of the Transferor Shares.
The Transfers had been exempt from the necessities for a proper take-over bid underneath Section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 61-104“) as the next circumstances had been glad:
| (a) | purchases had been made out of no more than 5 individuals within the mixture, |
| (b) | the bid was not made usually to holders of Inventronics Shares, |
| (c) | the worth of the consideration paid for the Inventronics Shares was not larger than 115% of the market worth (as decided underneath NI 62-104) of the Inventronics Shares. |
For further info please see the Early Warning Reports in relation to the Transfers which have been filed on Inventronics’ SEDAR profile at www.sedar.com. A duplicate of the Early Warning Reports may be obtained by contacting:
Dan J. Stearne
President and CEO
Inventronics Limited
[email protected]
(204) 717-0487
