Arrangement | Jotup

Shell plc publishes fourth quarter 2023 press release

Retrieved on:

Thursday, February 1, 2024

The companies in which Shell plc directly and indirectly owns investments are separate legal entities.

Key Points:

The companies in which Shell plc directly and indirectly owns investments are separate legal entities.
In this announcement "Shell", "Shell Group" and "Group" are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general.
"Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this announcement refer to entities over which Shell plc either directly or indirectly has control.
The information in this announcement does not constitute the unaudited condensed consolidated financial statements which are contained in Shell’s fourth quarter 2023 unaudited results available on www.shell.com/investors.

AYR Announces Closing Date for Previously Announced Plan of Arrangement is targeted for on or around February 7, 2024

Retrieved on:

Wednesday, January 31, 2024

EDGAR, OTCQX, Senior, Canada Business Corporations Act, SVS, Note, Stikeman Elliott, Debt-to-GDP ratio, Sale, Arrangement, Goodmans, LLP, Security (finance)

As such, the closing of the Arrangement is targeted for on or around February 7, 2024, and the record date for determining the Shareholders (as defined below) entitled to receive the Anti-Dilutive Warrants (as defined below) pursuant to the Arrangement has been set as the close of business on February 5, 2024.

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As such, the closing of the Arrangement is targeted for on or around February 7, 2024, and the record date for determining the Shareholders (as defined below) entitled to receive the Anti-Dilutive Warrants (as defined below) pursuant to the Arrangement has been set as the close of business on February 5, 2024.
Stikeman Elliott LLP and Weil Gotshal & Manges LLP are acting as the Company’s Canadian and U.S. legal counsel, respectively.
Ducera Partners LLC is serving as financial advisor to the supporting holders of the Senior Notes (the “Supporting Senior Noteholders”).
Goodmans LLP and Paul Hastings LLP are acting as the Supporting Senior Noteholders’ Canadian and U.S. legal counsel, respectively.

Osino Announces Receipt of Interim Order and Closing of Second and Final Tranche of Bridge Private Placement

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Wednesday, January 31, 2024

DPM, Supreme court, Offering, OSI, Special, Circular, Telephone, Namibian Stock Exchange, Prospectus, NSX, Interim order, TSX Venture Exchange, Arrangement, OSN, Engineering, Financial adviser

Pursuant to the Interim Order, the Special Meeting is scheduled to be held virtually by live webcast on March 1, 2024 at 8:30 a.m. (Vancouver time).

Key Points:

Pursuant to the Interim Order, the Special Meeting is scheduled to be held virtually by live webcast on March 1, 2024 at 8:30 a.m. (Vancouver time).
Osino is also pleased to announce that it has completed the second and final tranche of its previously announced non-brokered private placement (the "Offering") of common shares of the Company (the "Osino Shares") to DPM.
The total number of Osino Shares issued pursuant to the Offering, including the initial tranche, was 8,849,557 Osino Shares for aggregate gross proceeds to the Company of C$9,999,999.41.
The Osino Shares were offered by way of private placement pursuant to applicable exemptions from prospectus requirements in British Columbia and Ontario.

Latitude Uranium Announces Filing and Mailing of the Management Information Circular in Connection with its Special Meeting of Shareholders to Approve the Arrangement with ATHA Energy

Retrieved on:

Tuesday, January 30, 2024

Par value, Athabasca Basin, Growth, Combined, Research, OTCQB, Circular, FRA, Capital market, SASK, Uranium, LUR, Latitude, Arrangement, Security (finance)

TORONTO, Jan. 30, 2024 (GLOBE NEWSWIRE) -- Latitude Uranium Inc. (“Latitude Uranium”, “LUR” or the “Company”) (CSE: LUR, OTCQB: LURAF, FRA: EI1) is pleased announce its notice of special meeting of shareholders (the “Meeting”) and management information circular (the “Circular”) are now available on LUR’s website at https://latitudeuranium.com/investors/special-meeting/ as well as under LUR’s profile on SEDAR+ (http://www.sedarplus.ca). LUR has commenced the mailing of the Circular and related materials for the special meeting of LUR’s shareholders (“LUR Shareholders”) on Tuesday, January 30th, 2024.

Key Points:

• The Board of Directors of LUR unanimously recommends that Shareholders vote IN FAVOUR of the Arrangement Resolution.
LUR has commenced the mailing of the Circular and related materials for the special meeting of LUR’s shareholders (“LUR Shareholders”) on Tuesday, January 30th, 2024.
LUR Shareholders are encouraged to read the Circular and vote your LUR Shares as soon as possible.
Under the terms of the Arrangement, LUR Shareholders will receive 0.2769 of an ATHA Share for each LUR Share held.

Q4 Inc. Announces the Completion of the Plan of Arrangement with Sumeru Equity Partners

Retrieved on:

Thursday, February 1, 2024

Technology, Finance, Public Relations, Investor Relations, Communications, Professional Services, Software, Internet, Data Analytics, Environmental, Social and Governance (ESG), National instrument, Indian stock exchange, Inc., Telephone, TSX, Arrangement, Toronto Stock Exchange, Q4, Related

As we embark on this new chapter with our new sponsor, Sumeru Equity Partners, we are united by our shared mission to connect the capital markets.

Key Points:

As we embark on this new chapter with our new sponsor, Sumeru Equity Partners, we are united by our shared mission to connect the capital markets.
Together, we are focused on delivering unparalleled value to our esteemed customers and dedicated employees.
The Company will also submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company’s public reporting requirements.
A copy of the Ten Coves early warning report will be filed with the applicable securities commissions and will be made available on SEDAR+ at www.sedarplus.ca .

Playmaker Capital Inc. Obtains Heritage Approval and Final Order for Arrangement with Better Collective

Retrieved on:

Wednesday, January 31, 2024

Legal, Content Marketing, Sports, General Sports, Marketing, Courts, Communications, Professional Services, Public Policy, Government, Digital Marketing, Final order, Arrangement, Playmaker, Investment Canada Act

Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the “Company”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media brands, is pleased to announce that it has received approval from the Minister of Canadian Heritage under the Investment Canada Act (the “Heritage Approval”) with respect to its previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which Better Collective A/S (“Better Collective”) has agreed to acquire all of Playmaker’s issued and outstanding common shares.

Key Points:

Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the “Company”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media brands, is pleased to announce that it has received approval from the Minister of Canadian Heritage under the Investment Canada Act (the “Heritage Approval”) with respect to its previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which Better Collective A/S (“Better Collective”) has agreed to acquire all of Playmaker’s issued and outstanding common shares.
Playmaker is also pleased to announce that the Ontario Superior Court (Commercial List) issued a final order approving the Arrangement on January 24, 2024 (the “Final Order”).
Following receipt of Heritage Approval and the Final Order, all conditions to closing of the Arrangement, as contained in the arrangement agreement between Playmaker and Better Collective dated November 6, 2023, as amended on December 8, 2023 (the “Arrangement Agreement”) have been satisfied or waived, save for those conditions to be satisfied as part of the closing process.
The Arrangement is expected to close on February 6, 2024.

Q4 Inc. Obtains Final Order of the Court Approving Arrangement with Sumeru Equity Partners

Retrieved on:

Tuesday, January 30, 2024

Software, Data Analytics, Internet, Environmental, Social and Governance (ESG), Public Relations, Investor Relations, Communications, Professional Services, Technology, Inc., TSX, Indian stock exchange, Arrangement

Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm, has agreed to acquire all of the issued and outstanding common shares of the Company (“Common Shares”) for $6.05 in cash per Common Share, other than those held by certain shareholders rolling their equity interests (the “Arrangement”).

Key Points:

Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm, has agreed to acquire all of the issued and outstanding common shares of the Company (“Common Shares”) for $6.05 in cash per Common Share, other than those held by certain shareholders rolling their equity interests (the “Arrangement”).
All of the conditions to the completion of the Arrangement have now been satisfied or waived, excluding any conditions that, by their terms, cannot be satisfied or waived until the effective date of the Arrangement.
Completion of the Arrangement is expected to occur on February 1, 2024.
Shareholders who have questions or require assistance submitting their Common Shares in connection with the Arrangement may direct their questions to Computershare Investor Services Inc., who is acting as depositary in connection with the Arrangement, at 1-800-564-6253 (North American toll-free) or +1 514-982-7555 (calls outside North America), or by email at [email protected] .

News Release for Early Warning Report Regarding Adventus Mining Corporation

Retrieved on:

Friday, January 26, 2024

Arrangement, Burrard Street, Acquisition, Security (finance)

VANCOUVER, British Columbia, Jan. 25, 2024 (GLOBE NEWSWIRE) -- Ross J. Beaty, of 1130 – 400 Burrard Street, Vancouver, British Columbia, V6C 3A6, announces that on January 25, 2024 he acquired ownership of 44,538,193 common shares (the “Adventus Shares”) of Adventus Mining Corporation (“Adventus”), stock options of Adventus (“Adventus Options”) exercisable to acquire 234,500 Adventus Shares and warrants of Adventus (“Adventus Warrants”) exercisable to acquire 4,421,074 Adventus Shares, pursuant to a plan of arrangement (the “Arrangement”), whereby Adventus acquired all of the issued and outstanding shares of Luminex Resources Corp. (“Luminex”).

Key Points:

VANCOUVER, British Columbia, Jan. 25, 2024 (GLOBE NEWSWIRE) -- Ross J. Beaty, of 1130 – 400 Burrard Street, Vancouver, British Columbia, V6C 3A6, announces that on January 25, 2024 he acquired ownership of 44,538,193 common shares (the “Adventus Shares”) of Adventus Mining Corporation (“Adventus”), stock options of Adventus (“Adventus Options”) exercisable to acquire 234,500 Adventus Shares and warrants of Adventus (“Adventus Warrants”) exercisable to acquire 4,421,074 Adventus Shares, pursuant to a plan of arrangement (the “Arrangement”), whereby Adventus acquired all of the issued and outstanding shares of Luminex Resources Corp. (“Luminex”).
In connection with the Arrangement and upon conversion of 21,256,495 Subscription Receipts owned by Mr. Beaty, Mr. Beaty received 44,538,193 Adventus Shares, Adventus Options exercisable to acquire 234,500 Adventus Shares and Adventus Warrants exercisable to acquire 4,421,074 Adventus Shares.
After the completion of the Arrangement and the conversion of the Subscription Receipts, Mr. Beaty now owns, directly or indirectly, or exercises control or direction over, 44,538,193 Adventus Shares, Adventus Options exercisable to acquire 234,500 Adventus Shares and Adventus Warrants exercisable to acquire 4,421,074 Adventus Shares.
The Adventus Shares, Adventus Options or Adventus Warrants were acquired by Mr. Beaty pursuant to the terms of the Arrangement.

Calibre Completes Acquisition of Marathon

Retrieved on:

Wednesday, January 24, 2024

CXB, Arrangement, LLP, Committee, Toronto Stock Exchange, MOZ, Scotiabank, National bank, TSX, OTCQX, Labrador, Security (finance)

VANCOUVER, British Columbia, Jan. 24, 2024 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) and Marathon Gold Corporation (TSX: MOZ) (“Marathon”) are pleased to announce the successful completion of the previously announced transaction pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Marathon (the “Marathon Shares”) pursuant to a court-approved plan of arrangement (the “Arrangement”).

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VANCOUVER, British Columbia, Jan. 24, 2024 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) and Marathon Gold Corporation (TSX: MOZ) (“Marathon”) are pleased to announce the successful completion of the previously announced transaction pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Marathon (the “Marathon Shares”) pursuant to a court-approved plan of arrangement (the “Arrangement”).
Pursuant to the Arrangement, former Marathon shareholders received 0.6164 of a Calibre common share (each whole share, a “Calibre Share”) in exchange for each Marathon Share held.
As a result of the Arrangement, Calibre issued an aggregate of 249,813,422 Calibre Shares.
Upon closing of the Arrangement, existing Calibre and former Marathon shareholders own approximately 65% and 35% of the issued and outstanding Calibre Shares, respectively.

Marathon Gold Announces Receipt of Final Court Order for Arrangement with Calibre

Retrieved on:

Monday, January 22, 2024

TSX, Arrangement, MOZ

TORONTO, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon”; TSX: MOZ) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the previously announced statutory plan of arrangement (the “Arrangement”) involving Marathon and Calibre Mining Corp. (“Calibre”) pursuant to which Marathon shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.

Key Points:

TORONTO, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon”; TSX: MOZ) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the previously announced statutory plan of arrangement (the “Arrangement”) involving Marathon and Calibre Mining Corp. (“Calibre”) pursuant to which Marathon shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.
Closing of the Arrangement remains subject to certain customary closing conditions.
Assuming the satisfaction of these closing conditions, the Arrangement is expected to be completed on January 24, 2024.
For a more detailed description of the Arrangement, please refer to Marathon’s management information circular dated December 11, 2023, available on SEDAR+ at www.sedarplus.ca and on Marathon’s website at www.marathon-gold.com.