Item 1.02 Termination of a Material Definitive Agreement.
On March 11, 2023, Trilogy International Partners Inc. (the "Company") was
notified by SG Enterprises II, LLC ("SGE") that, effective March 11, 2023, SGE
was withdrawing (the "SGE Withdrawal") from the Investor Rights Agreement
between the Company and SGE dated February 7, 2017 (the "SGE IRA"). The notice
of the SGE Withdrawal is furnished as Exhibit 99.1 hereto and incorporated
herein by reference.
On March 11, 2023, the Company was notified by Alignvest Management Corporation
("AMC") that, effective March 11, 2023, AMC was withdrawing (the "AMC
Withdrawal") from the Investor Rights Agreement between the Company and AMC
dated February 7, 2017 (the "AMC IRA"). The notice of the AMC Withdrawal is
furnished as Exhibit 99.2 hereto and incorporated herein by reference.
SGE owns 16,908,563 shares of the Company's common shares, no par value (the
"Common Shares"), constituting 19.08% of the Company's outstanding Common
Shares. John W. Stanton, a Director and founder of the Company, and Theresa E.
Gillespie, a former Director and founder of the Company, own and control SGE.
Ms. Gillespie is married to Mr. Stanton. AMC owns 8,214,622 Common Shares,
constituting 9.27% of the Company's outstanding Common Shares.
On February 7, 2017, Trilogy LLC, a Washington limited liability company
("Trilogy LLC"), and Alignvest Acquisition Corporation ("Alignvest", now the
Company), completed a court approved plan of arrangement (the "Arrangement")
pursuant to an arrangement agreement dated November 1, 2016 (as amended December
20, 2016, the "Arrangement Agreement"). Under the Arrangement Agreement, each of
SGE and AMC was granted certain Director nomination rights in respect of the
Company's Board of Directors (the "Board"). Pursuant to the SGE IRA, SGE had
nominated Mr. Stanton and Ms. Gillespie to the Board. Pursuant to the AMC IRA,
AMC had nominated Messrs. Reza R. Satchu and Nadir Mohamed to the Board. On
December 28, 2022, the listing of the Common Shares was transferred from the
Toronto Stock Exchange to the NEX board of the TSX Venture Exchange (the
"TSXV"). Under the listing requirements of the TSXV, the Board was permitted to
reduce the number of its Directors to three (3). Ms. Gillespie, Messrs. Satchu
and Mohamed, and Alan D. Horn resigned from the Board at the time of the listing
of the Common Shares on the TSXV.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 SG Enterprises II, LLC Withdrawal from Investor Rights Agreement,
dated March 11, 2023
99.2 Alignvest Management Corporation Withdrawal from Investor Rights
Agreement, dated March 11, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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