The Debentures will be redeemed on
In connection with redemption of the Debentures, the Company has entered into a credit facility (the "Credit Facility") with the Company's controlling shareholder,
"We are pleased that our new Credit Facility puts us in a position to redeem the Debentures in advance of their 2028 maturity," stated
Clarke will satisfy its obligation to pay to the holders of Debentures the Redemption Price in cash from funds through the Credit Facility.
Beneficial holders of Debentures should contact their investment dealer if they have any questions about the redemption. The interest upon the principal amount of Debentures called for redemption will cease to be payable from and after the Redemption Date.
Holders of Debentures may also refer to the Indenture for a full description of the redemption process, a copy of which is available under Clarke's SEDAR profile at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Securities Law Matters
G2S2 is an insider of the Company because it beneficially owns or controls more than 10% of the Company's issued and outstanding common shares. The Credit Facility between the Company with G2S2 is considered a "related party transaction" subject to Part 5 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The entering into of the Credit Facility is (i) not subject to the formal valuation requirement in section 5.4 of MI 61-101 because the Credit Facility does not fall within paragraphs (a) to (g) of the definition of "related party transaction" in MI 61-101, and (ii) is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 because the aggregate principal amount of the Credit Facility does not exceed 25% of the Company's market capitalization, calculated in accordance with MI 61-101.
Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and its subsidiary entities or the industry in which they operate, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements use words such as "may", "will", "expect", "believe", "plan" and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties, including those related to: (i) the impact of general economic conditions; (ii) industry conditions; and (iii) stock market volatility, many of which are beyond the Company's control. For an augmented discussion of the risk factors and uncertainties that affect or may affect the Company, the reader is directed to the section entitled "Risk Factors" in the Company's Annual Information Form for the year ended
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