Canada Business Corporations Act

AYR Announces Receipt of Senior Noteholder and Court Approval of Previously Announced Plan of Arrangement

Retrieved on: 
Friday, December 22, 2023
Canada Business Corporations Act, OTCQX, Arrangement, SVS, Proxy, Senior, Security (finance)

MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, today provided an update in respect of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”).

Key Points: 
  • MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, today provided an update in respect of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”).
  • The Company is pleased to announce that the Senior Noteholders voted to approve the Arrangement (the “Arrangement Resolution”) at the special meeting of Senior Noteholders held on December 15, 2023 (the “Meeting”).
  • The Arrangement Resolution, which required the approval of at least 662/3% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting, was approved by over 99% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting.
  • The results of the votes cast by the Senior Noteholders are set out in more detail below:

Marathon Gold Receives Interim Order and Intends to Mail and File Special Meeting Materials Today In Connection with its Proposed Combination with Calibre Mining

Retrieved on: 
Friday, December 22, 2023
Committee, Holiday, Arrangement, Mineral, MOZ, Consideration, Proxy, Commissioner, The Sundays, Competition, Bay Street, Toronto Stock Exchange, Canada Business Corporations Act, Suite, Funding, Circular, Competition Act, Gold, Interim order, TSX, Security (finance)

The purpose of the Marathon Meeting is to seek approval of the Marathon Shareholders in respect of the Arrangement.

Key Points: 
  • The purpose of the Marathon Meeting is to seek approval of the Marathon Shareholders in respect of the Arrangement.
  • Materials for the Marathon Meeting, including the Circular, will be available on SEDAR+ at www.sedarplus.ca and on the Company's website at www.marathon-gold.com later today.
  • The Interim Order authorizes Marathon to proceed with various matters, including the holding of the Marathon Meeting to consider and vote on the proposed Arrangement.
  • As a Marathon Shareholder, it is very important that you read the Circular and related materials with respect to the Marathon Meeting carefully and then vote your Marathon Shares.

Calibre Intends to Mail and File the Special Meeting Materials Today In Connection with the Proposed Combination with Marathon

Retrieved on: 
Friday, December 22, 2023
Canada Business Corporations Act, Telephone, OTCQX, TD Securities, Circular, Competition Act, LTIP, CXB, Gold, Transaction, Lead, Proxy, Competition, Internet, Meeting, TSX, Commissioner, Toronto Stock Exchange, Indian stock exchange, DRS, Security (finance)

VANCOUVER, British Columbia, Dec. 22, 2023 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) is pleased to announce that the Company intends to file and mail its management information circular dated December 11, 2023 (the “Circular”) and related meeting and proxy materials today in connection with the virtual-only special meeting (the “Meeting”) of holders (the “Calibre Shareholders”) of common shares of Calibre (the “Calibre Shares”) scheduled to be held on January 16, 2024. The purpose of the Meeting is to seek approval for (i) the issuance of Calibre Shares as consideration in connection with a plan of arrangement under the Canada Business Corporations Act (the “Transaction”) whereby Calibre will acquire all of the issued and outstanding common shares of Marathon Gold Corporation (“Marathon”) it does not already own; and (ii) an amendment to increase the maximum number of Calibre Shares that may be reserved and set aside for issuance under Calibre’s amended and restated long-term incentive plan (the “LTIP Amendment”), which amendment will be implemented only upon the completion of the Transaction.

Key Points: 
  • High-margin, cash flow focused, mid-tier gold producer in the Americas1 expected to produce on average 500 koz (2025 – 2026E average) of gold per year.
  • Pursuant to the arrangement agreement dated November 12, 2023 between Calibre and Marathon, holders (“Marathon Shareholders”) of common shares of Marathon (“Marathon Shares”) (other than dissenting shareholders and Calibre) will receive 0.6164 of a Calibre Share for each Marathon Share held.
  • As a Calibre Shareholder, it is very important that you read the Circular and related materials with respect to the Meeting carefully and then vote your Calibre Shares.
  • As the Meeting will be in virtual only format, registered and non-registered Calibre Shareholders will not be able to attend in person.

AYR Announces Receipt of Interim Order for Previously Announced Plan of Arrangement

Retrieved on: 
Wednesday, November 15, 2023
Canada Business Corporations Act, Interim order, Meeting, CSE, Transaction, Date, OTCQX, Circular, Plan, Court, Model Business Corporation Act, AYR

MIAMI, Nov. 15, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, announced today that the Ontario Superior Court of Justice (Commercial List) (the “Court”) has granted an interim order (the “Interim Order”) authorizing various matters in connection with the Company’s previously announced plan of arrangement (the “Plan”) under Section 192 of the Canada Business Corporations Act (the “Transaction”), involving the Company, AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”) and the other direct or indirect subsidiaries of AYR (excluding Ayr Foundation Inc.).

Key Points: 
  • MIAMI, Nov. 15, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, announced today that the Ontario Superior Court of Justice (Commercial List) (the “Court”) has granted an interim order (the “Interim Order”) authorizing various matters in connection with the Company’s previously announced plan of arrangement (the “Plan”) under Section 192 of the Canada Business Corporations Act (the “Transaction”), involving the Company, AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”) and the other direct or indirect subsidiaries of AYR (excluding Ayr Foundation Inc.).
  • The Transaction is subject to approval of, among other things, an affirmative vote of at least 662/3% of the votes cast by Senior Noteholders at the Meeting.
  • Further details regarding the Transaction will be included in the management information circular (the “Circular”) to be mailed to Senior Noteholders of record as of the Record Date in accordance with applicable securities law and the Interim Order.
  • The Circular will be filed by AYR on SEDAR+ and will be available under the Company’s profile at www.sedarplus.ca .

Calibre and Marathon Announce Combination to Create a High-Growth, Cash Flow Focused, Mid-Tier Gold Producer in the Americas with Expected Annual Production of 500,000 ounces

Retrieved on: 
Monday, November 13, 2023
MRE, Engineering, Consideration, National bank, Arrangement, B2Gold, Growth, LP, TSX, News, Corp, Canada Business Corporations Act, Webcast, MOZ, CXB, Transaction, NAV, OTCQX, Gold, Labrador, Person, Scotiabank, Table, VWAP, Lead, National instrument, TD Securities, LLP, Party, Toronto Stock Exchange, Committee, Private, Security (finance), Management, Bank, Cryptocurrency, Audit, Financial adviser, Valentine, Caliber

The Transaction will create an Americas-focused, high-margin, high-growth, mid-tier gold producer with estimated average annual gold production of approximately 500 koz during 2025 – 2026E1.

Key Points: 
  • The Transaction will create an Americas-focused, high-margin, high-growth, mid-tier gold producer with estimated average annual gold production of approximately 500 koz during 2025 – 2026E1.
  • With Calibre’s strong operational expertise and robust cash flow, I am confident that together with the Marathon team, we will continue to meet or beat expectations.
  • The combined company will have three high quality, cash flowing gold assets, a strong balance sheet, and leadership with proven credentials in value creation.
  • ), Chief Operating Officer for Marathon and Mr. David Ross, P.Geo (NL), Vice President, Geology & Exploration for Marathon.

Ember Completes Acquisition of H2O Innovation

Retrieved on: 
Friday, December 8, 2023
Environmental Health, Energy, Utilities, Environment, Canada Business Corporations Act, National instrument, Acquisition, Climate change, Ember, Corporation, Toronto Stock Exchange, Government, HEO, Investissement Québec, Related, Water resources, Consideration, Arrangement, Growth, ISIN, Risk, TSX, Legislation, Security (finance), Euronext Growth, OTCQX, Share (finance)

(TSX: HEO) – H2O Innovation Inc. (“H2O Innovation” or the “Corporation”) announces the completion of the previously announced acquisition by Ember SPV I Purchaser Inc. (the “Purchaser”), an entity controlled by funds managed by Ember Infrastructure Management, LP (“Ember”), a New York-based private equity firm, of all of the issued and outstanding common shares in the capital of H2O Innovation (the “Shares”), other than the Shares rolled over by Investissement Québec (“IQ”), Caisse de dépôt et placement du Québec and certain key executives of the Corporation, for C$4.25 in cash per Share (the “Consideration”), pursuant to a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act.

Key Points: 
  • (TSX: HEO) – H2O Innovation Inc. (“H2O Innovation” or the “Corporation”) announces the completion of the previously announced acquisition by Ember SPV I Purchaser Inc. (the “Purchaser”), an entity controlled by funds managed by Ember Infrastructure Management, LP (“Ember”), a New York-based private equity firm, of all of the issued and outstanding common shares in the capital of H2O Innovation (the “Shares”), other than the Shares rolled over by Investissement Québec (“IQ”), Caisse de dépôt et placement du Québec and certain key executives of the Corporation, for C$4.25 in cash per Share (the “Consideration”), pursuant to a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act.
  • “Closing this transaction marks the start of an exciting chapter for H2O Innovation, as we continue our expansion with the resources and expertise that our new partners at Ember can bring to the Corporation and our customers,” said Frédéric Dugré, President, Chief Executive Officer and co-Founder of H2O Innovation.
  • H2O Innovation’s annual meeting of shareholders, previously scheduled to be held on December 22, 2023, has been cancelled in light of the completion of the Arrangement.
  • Unless required to do so pursuant to applicable securities legislation, H2O Innovation assumes no obligation to update or revise forward-looking statements contained in this press release or in other communications as a result of new information, future events, and other changes.

H2O Innovation Receives Final Order for Arrangement with Ember

Retrieved on: 
Monday, December 4, 2023
Environmental Health, Energy, Utilities, Environment, Canada Business Corporations Act, Attention, Acquisition, Corporation, HEO, Investissement Québec, Nature, Circular, Risk, LP, Purchasing, TSX, Legislation, Superior court, Insurance, Arrangement, Share (finance)

It is anticipated that the Arrangement will be completed in the coming days, subject to the delivery by the parties of customary deliverables.

Key Points: 
  • It is anticipated that the Arrangement will be completed in the coming days, subject to the delivery by the parties of customary deliverables.
  • These statements are included in this press release, the Circular and may be included in other filings or communications from the Corporation.
  • Forward-looking statements may include, but are not limited to, the anticipated timing and the various steps to be completed in connection with the Arrangement and the anticipated timing of closing of the Arrangement.
  • Moreover, the proposed Arrangement could be modified or the Arrangement Agreement terminated in accordance with its terms.

H2O Innovation’s Shareholders Approve Arrangement with Ember

Retrieved on: 
Tuesday, November 28, 2023
Engineering, Other Natural Resources, Chemicals, Plastics, Utilities, Manufacturing, Natural Resources, Energy, Canada Business Corporations Act, Attention, Minority, Acquisition, Meeting, HEO, Nature, Investissement Québec, Proxy, Circular, Shareholder, Risk, LP, Multilateral, TSX, Legislation, Superior court, Security (finance), Bookkeeping, Insurance, Corporation, Arrangement, Share (finance)

Completion of the Arrangement is subject to customary conditions, including receiving the final order of the Superior Court of Québec.

Key Points: 
  • Completion of the Arrangement is subject to customary conditions, including receiving the final order of the Superior Court of Québec.
  • It is anticipated that the Arrangement will be completed in the fourth quarter of 2023.
  • These statements are included in this press release, the Circular and may be included in other filings or communications from the Corporation.
  • Moreover, the proposed Arrangement could be modified or the Arrangement Agreement terminated in accordance with its terms.

H2O Innovation Reports First Quarter Results - Gross Profit Margin Improvement and Strong Consolidated Backlog

Retrieved on: 
Tuesday, November 14, 2023
Environment, Engineering, Chemicals, Plastics, Utilities, Manufacturing, Sustainability, Energy, Other Natural Resources, Natural Resources, Canada Business Corporations Act, EBITDA, O&M, Pressure, Minority, Acquisition, Meeting, WTS, Transaction, Calumet Specialty Products Partners, Bank statement, Investment, Depreciation, Investissement Québec, Nature, GAAP, Growth, Constant purchasing power accounting, Multilateral, Share (finance), Silviculture, Security (finance), Corporation

The increase of WTS’s EBAC in dollars and in percentage is mainly attributable to the improvement of the gross profit margin before depreciation and amortization due to higher revenues coming from the service activities.

Key Points: 
  • The increase of WTS’s EBAC in dollars and in percentage is mainly attributable to the improvement of the gross profit margin before depreciation and amortization due to higher revenues coming from the service activities.
  • Specialty Products’ EBAC was impacted by the decrease in sales volume, while the selling and general expenses increased.
  • The definition of EBAC means the earnings before administrative costs and other items in note 11 of the condensed interim consolidated financial statements.
  • The increase in percentage was primarily due to the improvement of the gross profit margin in the WTS business pillar, mostly explained by a higher proportion of revenues coming from our service activities, which are characterized by higher gross profit margins.

BBTV Holdings Receives Final Order Approving Plan of Arrangement

Retrieved on: 
Friday, December 15, 2023
Canada Business Corporations Act, Acquisition, BBTV, Incentive, OTCQX, Toronto Stock Exchange, SVS, Supreme court, Hierarchy, HS, Arrangement, Lease purchase contract, Debenture, TSX, News, Security (finance)

VANCOUVER, BC, Dec. 14, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that, on December 14, 2023, the Supreme Court of British Columbia issued a final order approving the previously announced going-private transaction by way of a statutory plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act.

Key Points: 
  • VANCOUVER, BC, Dec. 14, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that, on December 14, 2023, the Supreme Court of British Columbia issued a final order approving the previously announced going-private transaction by way of a statutory plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act.
  • All accrued and unpaid interest owing on the Convertible Debentures will be forgiven, settled and extinguished for no consideration.
  • Following the acquisition, the Company and the Purchaser will amalgamate to form an amalgamated company with the same name as BBTV.
  • The Arrangement remains subject to final approval of the TSX, and certain other customary closing conditions.