Name 3 Capital Inc. and Emad Rizkalla entered into a definitive arrangement agreement to acquire remaining 25.6% stake in BPLI Holdings Inc. (TSXV:BPLI) for CAD 6.3 million on February 2, 2021. BPLI shareholders to receive CAD 0.23 in cash per BPLI common share. Emad Rizkalla and Name 3 Capital are each major shareholders of BPLI, beneficially owning or controlling approximately 58% and 16.40%, respectively, of the issued and outstanding common shares of BPLI. The transaction will be financed by two loans – a term loan and bridge facility – totaling approximately CAD 7.3 million to be obtained by Rizbollo and Name 3 from a chartered bank and secured, in part, by a guarantee of, and security from BPLI Holdings, including an assignment of approximately CAD 1.8 million of BPLI Holdings’s term deposits and credit balances, on terms and conditions to be agreed to by BPLI Holdings and all subject to the required disinterested shareholder and TSXV approvals. Post-closing BPLI Holdings will be delisted from the TSXV. BPLI expects to mail an information circular in February 2021 in connection with the meeting. As of February 25, 2021, the transaction at an annual and special meeting of shareholders of BPLI to be held in late March 2021. As of March 3, 2021, the special meeting is to be held on March 30, 2021. The special committee is comprised of Paul Sparkes (Chair), Tom Astle and Andrew Youngman. At the special meeting of BPLI, shareholders re-elected Emad Rizkalla, Derrick Rowe, Andrew Youngman, Paul Sparkes and Tom Astle as directors of BPLI to hold office until their successors are duly elected or appointed. The transaction will be completed by way of a plan of arrangement under the Canada Business Corporations Act and will require approval by at least 66 2/3 % of the votes cast by shareholders of BPLI present in person or by proxy at the Meeting. Completion of the transaction is also subject to a number of other conditions, including court approval and minority shareholder approval, in accordance with applicable securities laws as described below, the proposed debt financing described below, approval by the TSX venture exchange and other conditions customary in transactions of this nature. An application for the final order approving the arrangement is expected to be heard on Thursday, April 1, 2021 before the Supreme Court of Nova Scotia. The transaction is not subject to any financing condition. The transaction has received the unanimous approval of BPLI’s special committee and its Board of Directors. Special committee, after consultation with its legal counsel and financial advisors, has unanimously recommended that the Board approve the arrangement and recommend to shareholders that they vote in favor of the arrangement resolution. Prior to the mailing of this circular, on February 18, 2021, BPLI Holdings obtained the interim order. as of March 30, 2021, BPLI shareholders approved the transaction. The transaction is expected to close by mid-April 2021. It is anticipated that the transaction will be completed in the second calendar quarter of 2021. Dentons is serving as legal advisor to the special committee and Michael Sabusco of Dentons Canada LLP acted as legal advisor to BPLI. Colleen Keyes of Stewart McKelvey is acting as legal advisor to BPLI. Goodland Buckingham is acting as legal advisor to Rizbollo and Name 3. Blair Franklin Capital Partners Inc. is acting as financial advisor to special committee and has provided a verbal opinion to the special committee and BPLI’s board of directors that, subject to certain assumptions, limitations and qualifications which will be set out in its written fairness opinion to be included in BPLI’s circular for the special meeting, the consideration to be received by shareholders of BPLI pursuant to the Transaction is fair, from a financial point of view, to shareholders of BPLI, other than Rizkalla and Rowe. Computershare Investor Services Inc. acted as transfer agent to BPLI. Computershare Trust Company of Canada acted as the depository to BPLI as part of the transaction.