Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the TSXV Corporate Finance Manual and the Updated CPC Policy.
In order to align the Corporation with the policies outlined in the Updated CPC Policy, the Corporation is required to obtain the approval of disinterested Shareholders on certain of the policy amendments. At the upcoming annual and special meeting of Shareholders to be held on
1. | Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 months of Listing |
Under the CPC Policy, there were certain consequences if a Qualifying Transaction was not completed within 24 months of the date the Corporation's common shares were listed on the TSXV. It faced the consequences of either (i) having Common Shares delisted or suspended from the TSXV, or (ii) subject to the approval of the majority of Shareholders, transferring the Common Shares to list on the NEX and cancelling certain seed Common Shares. Under the Updated CPC Policy, these consequences will be removed provided the Corporation obtains disinterested shareholder approval to do so. | |
At the Meeting, the Corporation will seek the approval from disinterested shareholders to approve the removal of such consequences. | |
2. | Replacement of the Corporation's Escrow Agreement |
Under the CPC Policy, the Escrow Agreement entered into on | |
At the Meeting, the Corporation will seek the approval from disinterested shareholders to enter into a new escrow agreement in the form as provided for under the Updated CPC Policy to replace and supersede the Corporation's current Escrow Agreement dated | |
3. | Permit the Payment of a Finder's Fee to a Non-Arm's |
Under the CPC Policy, a finder's fee could not be paid to a Non-Arm's | |
At the Meeting, the Corporation will seek the approval from disinterested shareholders to permit payment of a finder's fee to a Non-Arm's | |
4. | Amend the Corporation's Stock Option Plan |
Under the CPC Policy, the total number of common shares (the "Shares") reserved for issuance under the Corporation's stock option plan (the "Plan") is limited to 10% of the shares of the Corporation outstanding as at the closing of the Corporation's initial Public Offering. Under the Updated CPC Policy, the Corporation may seek disinterested shareholder approval to allow for the total number of Shares of the Corporation reserved for issuance under the Plan to be 10% of Shares outstanding as at the date of grant of any stock option. | |
At the Meeting, the Corporation will seek the approval from disinterested shareholders to amend the Corporation's Stock Option Plan to increase the limit of Shares available for issuance under the Plan to 10% of the Shares outstanding as at the date of grant of any stock option.
The proposed amendments are described in further detail in the Management Information Circular of the Corporation, which will be mailed to shareholders and filed on SEDAR on or before the prescribed mailing date. The proposed amendments remain subject to the final approval of the TSXV.
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FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws regarding CBX and its business. Forward-looking information includes, but is not limited to, the approval of disinterested Shareholders of matters under the Updated CPC Policy at the Annual and Special Meeting of Shareholders and the completion of a Qualifying Transaction. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to obtaining the necessary approvals of the Shareholders and the TSXV. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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