Canada Business Corporations Act

Small Pharma Announces Voting Results from Annual General and Special Meeting of Shareholders

Retrieved on: 
Thursday, October 12, 2023
TSX Venture Exchange, Legislation, Meeting, Canada Business Corporations Act, Part, Arrangement, Circular, Fine chemical, Shareholder

LONDON, Oct. 12, 2023 (GLOBE NEWSWIRE) -- Small Pharma Inc. (TSXV: DMT) (OTCQB: DMTTF) (the “Company” or “Small Pharma”), a biotechnology company focused on short-duration psychedelic-assisted therapies for mental health conditions, is pleased to announce that the shareholders of Small Pharma (the “Shareholders”) have approved the plan of arrangement under Division 5 of Part of the Business Corporations Act (British Columbia) (the “Arrangement”), previously announced on August 28, 2023, pursuant to which Cybin Inc. (“Cybin”) has agreed to acquire all of the issued and outstanding common shares of Small Pharma ("Small Pharma Shares"). A total of 212,879,391 votes, or approximately 99.99% of the votes cast at the special meeting of Shareholders held on October 12, 2023 (the “Meeting”), were cast in favour of the resolution approving the Arrangement. All other matters presented at the Meeting were also approved, as referred to in the Company’s notice of meeting and management information circular dated September 13, 2023 (the “Circular”). The Arrangement was also approved by shareholders of Cybin at the annual and special meeting of Cybin shareholders held on October 12, 2023.

Key Points: 
  • The Arrangement was also approved by shareholders of Cybin at the annual and special meeting of Cybin shareholders held on October 12, 2023.
  • Holders of outstanding options to purchase Small Pharma Shares (“Small Pharma Options”) that are “in-the-money” based on the volume weighted average trading price of the Small Pharma Shares on the TSXV for the five trading days immediately preceding the effective time of the Arrangement (the “Small Pharma Share Value”) will receive from Small Pharma such number of Small Pharma Shares equal to the number of Small Pharma Options held, multiplied by the amount by which the Small Pharma Share Value exceeds the exercise price of such Small Pharma Options, divided by the Small Pharma Share Value.
  • Such newly issued Small Pharma Shares will be acquired by Cybin on the same terms as the other Small Pharma Shares.
  • Each Small Pharma Option that is “out-of-the-money” based on the Small Pharma Share Value will be deemed to be surrendered to Small Pharma for $0.001 and cancelled.

H2O Innovation Signs Definitive Agreement to Be Acquired by Ember Alongside IQ, CDPQ and Management

Retrieved on: 
Tuesday, October 3, 2023
Other Manufacturing, Engineering, Chemicals, Plastics, Utilities, Manufacturing, Energy, Other Natural Resources, Mining, Minerals, Natural Resources, Davies Ward Phillips & Vineberg, Canada Business Corporations Act, Special, CDPQ, Entrepreneurship, Acquisition, Transaction, Toronto Stock Exchange, Canadian House of Commons Special Committee on Electoral Reform, HEO, Minority, Capital market, Financial assistance (share purchase), Innovation, Meeting, Philosophy, Privatization, TSX, Growth, Multilateral, Proxy, Scotiabank, LLP, Committee, Disclosure, Desjardins, Carbon, Blake, Cassels & Graydon, Investissement Québec, Water, Norton Rose Fulbright, Rollover, Weil, Gotshal & Manges, Partnership, MI, IQ, Arrangement, Prospectus, Consideration, OTCQX, Security (finance), Holding company, Management, Bank, Audit, Shareholder, Ember, Share (finance), Corporation, H2O

“After extensive work we have concluded that this transaction is in the best interest of H2O Innovation and fair to our Shareholders.

Key Points: 
  • “After extensive work we have concluded that this transaction is in the best interest of H2O Innovation and fair to our Shareholders.
  • In addition to the attractive premium offered to H2O Innovation’s Shareholders, Ember has agreed to key commitments for H2O Innovation and its stakeholders.
  • Upon completion of the Transaction, Ember will be the controlling shareholder of H2O Innovation, with IQ, CDPQ and the key executives of H2O Innovation, together, holding an equity interest in the Corporation of approximately 21%.
  • Scotiabank acted as exclusive financial advisor to H2O Innovation and Desjardins acted as independent financial advisor to the Special Committee.

Canada Silver Cobalt Obtains Interim Order for Spin-out of Coniagas Battery Metals Inc.

Retrieved on: 
Tuesday, September 26, 2023
TSX Venture Exchange, EV, Canada Business Corporations Act, FSE, Cobalt, CCW, Special, Coniagas Mine, Saguenay–Lac-Saint-Jean, Management, Security (finance), Graal

Coquitlam, British Columbia--(Newsfile Corp. - September 26, 2023) - Canada Silver Cobalt Works Inc. (TSXV: CCW) (OTCQB: CCWOF) (FSE: 4T9B) (the "Company" or "Canada Silver Cobalt") is pleased to announce that it has received an interim order from the British Columbia Supreme Court for a plan of arrangement under the Canada Business Corporations Act in connection with the previously-announced "spin-out" by the Company of shares and warrants of its wholly-owned subsidiary Coniagas Battery Metals Inc. ("Coniagas") to the shareholders of the Company. It is the Company's intention to develop Coniagas into a supplier to the electric vehicle (EV) market and to list Coniagas on a Canadian stock exchange.

Key Points: 
  • It is the Company's intention to develop Coniagas into a supplier to the electric vehicle (EV) market and to list Coniagas on a Canadian stock exchange.
  • An Arrangement Agreement entered into between the Company and Coniagas and the plan of arrangement will be annexed to the circular as schedules.
  • It is expected that after the proposed share distribution and maximum private placement, Canada Silver Cobalt will hold approximately 55% of Coniagas' outstanding shares, with 18% of the shares to be held in the aggregate by the shareholders of Canada Silver Cobalt.
  • After the three annual share distributions, the shareholders of Canada Silver Cobalt in the aggregate and the Company will each own approximately 37% of Coniagas' outstanding shares, subject to dilution during the period.

VOLT LITHIUM ANNOUNCES TRANSITION TO PURE-PLAY LITHIUM DEVELOPER WITH TERMINATION OF OPTION AGREEMENTS FOR COPPER ASSETS

Retrieved on: 
Friday, August 18, 2023
Lithium, SK, Canada Business Corporations Act, VLT, OTCQB, FSE, Carbonate, Silver, Stateline, TSX, Copper, Volt

The terms of the Stateline Agreement were announced in the Company’s press release dated February 10, 2022.

Key Points: 
  • The terms of the Stateline Agreement were announced in the Company’s press release dated February 10, 2022.
  • In accordance with the Stateline Agreement, the Company has given notice for the termination of the Stateline Agreement, which will be effective immediately.
  • Pursuant to the RTO Transaction, BCCo was amalgamated with 1303288 BC Ltd. (“Volt SubCo”), which is a wholly-owned subsidiary of the Company.
  • In accordance with the SK Agreement, the Company, through Volt SubCo, has given notice for the termination of the SK Agreement, which will be effective immediately.

SAFE SUPPLY AND ORIGIN THERAPEUTICS ANNOUNCE SIGNING OF DEFINITIVE AGREEMENT

Retrieved on: 
Wednesday, August 2, 2023
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., CSE, Canadian Securities Exchange, Canada Business Corporations Act, ORIG, CBCA, Cost-exchange ratio, Transaction, Name, Consolidation, Issuer, NEWS, Security (finance)

VANCOUVER, BC, CANADA, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Safe Supply Streaming Co. Ltd. (“Safe Supply”) and Origin Therapeutics Holdings Inc. (“Origin”) (CSE: ORIG) are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023, which is expected to result in the listing of the shares (the “Resulting Issuer Shares”) of the issuer that will exist upon completion of the Transaction (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”).

Key Points: 
  • THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
  • VANCOUVER, BC, CANADA, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Safe Supply Streaming Co. Ltd. (“Safe Supply”) and Origin Therapeutics Holdings Inc. (“Origin”) (CSE: ORIG) are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023, which is expected to result in the listing of the shares (the “Resulting Issuer Shares”) of the issuer that will exist upon completion of the Transaction (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”).
  • The Definitive Agreement was executed among Safe Supply, Origin and the Origin Subco Limited, a wholly-owned subsidiary of Origin incorporated under the Canada Business Corporations Act (the "CBCA").
  • The Definitive Agreement provides for, among other things, the triangular amalgamation pursuant to which: (i) Safe Supply will amalgamate with Origin Subco Limited under the CBCA to form one corporation ("Amalco"); and (ii) the securityholders of Safe Supply will receive Resulting Issuer Shares in exchange for securities of Safe Supply on a one-for-one basis (the "Exchange Ratio"), subject to adjustment for a Consolidation (as defined below), all in the manner contemplated by, and pursuant to, the terms and conditions of the Definitive Agreement.

Safe Supply and Origin Therapeutics Announce Signing of Definitive Agreement

Retrieved on: 
Wednesday, August 2, 2023
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., CSE, Canadian Securities Exchange, Canada Business Corporations Act, Model Business Corporation Act, ORIG, CBCA, Respiratory exchange ratio, Transaction, Name, Consolidation, Security (finance)

Vancouver, British Columbia--(Newsfile Corp. - August 2, 2023) - Safe Supply Streaming Co. Ltd. ("Safe Supply") and Origin Therapeutics Holdings Inc. (CSE: ORIG) ("Origin") are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023 , which is expected to result in the listing of the shares (the "Resulting Issuer Shares") of the issuer that will exist upon completion of the Transaction (the "Resulting Issuer") on the Canadian Securities Exchange (the "CSE").

Key Points: 
  • Vancouver, British Columbia--(Newsfile Corp. - August 2, 2023) - Safe Supply Streaming Co. Ltd. ("Safe Supply") and Origin Therapeutics Holdings Inc. (CSE: ORIG) ("Origin") are pleased to announce that they have entered into a definitive agreement (the "Definitive Agreement") to carry out the business combination transaction (the "Transaction") previously announced by Origin on January 31, 2023 , which is expected to result in the listing of the shares (the "Resulting Issuer Shares") of the issuer that will exist upon completion of the Transaction (the "Resulting Issuer") on the Canadian Securities Exchange (the "CSE").
  • The Definitive Agreement was executed among Safe Supply, Origin and the Origin Subco Limited, a wholly-owned subsidiary of Origin incorporated under the Canada Business Corporations Act (the "CBCA").
  • The Definitive Agreement provides for, among other things, the triangular amalgamation pursuant to which: (i) Safe Supply will amalgamate with Origin Subco Limited under the CBCA to form one corporation ("Amalco"); and (ii) the securityholders of Safe Supply will receive Resulting Issuer Shares in exchange for securities of Safe Supply on a one-for-one basis (the "Exchange Ratio"), subject to adjustment for a Consolidation (as defined below), all in the manner contemplated by, and pursuant to, the terms and conditions of the Definitive Agreement.
  • In connection with the Transaction, among other things, Origin will (i) complete a consolidation of its common shares (the "Origin Shares") on the basis of one (1) new Origin Share for four (4) old Origin Shares (the "Consolidation"); (ii) continue from the provincial jurisdiction of the Business Corporations Act (British Columbia) to the federal jurisdiction of the Canada Business Corporations Act (the "Continuance"), and concurrently (iii) change its name to "Safe Supply Streaming Co Ltd.", or such other name as may be agreed (the "Name Change").

Reunion Neuroscience Inc. and MPM BioImpact Announce Completion of Plan of Arrangement

Retrieved on: 
Tuesday, August 1, 2023
Ontario Superior Court of Justice, Share, BioImpacts, Toronto Stock Exchange, Canada Business Corporations Act, Reunion, Share (finance), Arrangement, US, TSX, DRS, MPM, Security (finance)

TORONTO, Aug. 01, 2023 (GLOBE NEWSWIRE) -- Reunion Neuroscience Inc. (TSX: REUN, NASDAQ: REUN) ("Reunion" or the "Company"), a clinical-stage biopharmaceutical company committed to developing innovative and patented therapeutic solutions for underserved mental health conditions and MPM BioImpact ("MPM") are pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") effective today, whereby MPM acquired Reunion in an all-cash transaction valued at approximately US$13.1 million by way of a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act.

Key Points: 
  • TORONTO, Aug. 01, 2023 (GLOBE NEWSWIRE) -- Reunion Neuroscience Inc. (TSX: REUN, NASDAQ: REUN) ("Reunion" or the "Company"), a clinical-stage biopharmaceutical company committed to developing innovative and patented therapeutic solutions for underserved mental health conditions and MPM BioImpact ("MPM") are pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") effective today, whereby MPM acquired Reunion in an all-cash transaction valued at approximately US$13.1 million by way of a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act.
  • Pursuant to the terms and conditions of a definitive arrangement agreement entered into by Reunion and affiliates of MPM on May 31, 2023, all holders of outstanding common shares ("Shares") of Reunion are entitled to receive US$1.12 in cash for each Share held immediately prior to the effective time of the Arrangement.
  • With the completion of the Arrangement, the Shares are expected to be de-listed from the Toronto Stock Exchange on the close of markets on or around August 2, 2023.
  • The Company is in the process of applying to cease to be a reporting issuer under applicable Canadian securities laws.

Reunion Neuroscience Inc. Obtains Final Court Order for Proposed Plan of Arrangement

Retrieved on: 
Friday, July 14, 2023
Ontario Superior Court of Justice, Share, Model Business Corporation Act, Reunion, Arrangement, EDGAR, Canada Business Corporations Act, US, SEDAR, TSX, Security (finance), MPM

As previously announced, the Arrangement was approved by shareholders of the Company at its special meeting of shareholders held on July 12, 2023.

Key Points: 
  • As previously announced, the Arrangement was approved by shareholders of the Company at its special meeting of shareholders held on July 12, 2023.
  • Assuming that the remaining conditions precedent are satisfied or waived, Reunion anticipates that closing of the Arrangement will occur on or about July 21, 2023.
  • On May 31, 2023, Reunion and affiliates of MPM entered into a definitive arrangement agreement (the "Arrangement Agreement"), whereby affiliates of MPM would acquire Reunion in an all-cash transaction valued at approximately US$13.1 million.
  • Pursuant to the terms and conditions of the Arrangement Agreement, all holders of outstanding common shares ("Shares") of Reunion will be entitled to receive US$1.12 in cash for each Share held immediately prior to the effective time of the Arrangement.

ProMIS Announces Completion of Continuance

Retrieved on: 
Friday, July 14, 2023
Canada Business Corporations Act, PMN, Shareholder, Model Business Corporation Act, Continuance, Research, TSX, Property management

TORONTO, Ontario and CAMBRIDGE, Massachusetts, July 14, 2023 (GLOBE NEWSWIRE) -- ProMIS Neurosciences Inc. (TSX: PMN) (NASDAQ: PMN) (“ProMIS” or the “Corporation”) is pleased to announce that it has completed its continuance (the “Continuance”) from the Canada Business Corporations Act into the Province of Ontario under the Business Corporations Act (Ontario) as of July 13, 2023.

Key Points: 
  • TORONTO, Ontario and CAMBRIDGE, Massachusetts, July 14, 2023 (GLOBE NEWSWIRE) -- ProMIS Neurosciences Inc. (TSX: PMN) (NASDAQ: PMN) (“ProMIS” or the “Corporation”) is pleased to announce that it has completed its continuance (the “Continuance”) from the Canada Business Corporations Act into the Province of Ontario under the Business Corporations Act (Ontario) as of July 13, 2023.
  • The Continuance was approved by the Corporation’s shareholders with a 97.7% majority via a special resolution at the Corporation’s Annual Meeting of Shareholders held on June 29, 2023.
  • No action will be required by existing shareholders with respect to the Continuance.
  • Neither the TSX nor Nasdaq has reviewed and neither accepts responsibility for the adequacy or accuracy of this release.

Reunion Neuroscience Inc. Shareholders Approve Proposed Plan of Arrangement

Retrieved on: 
Thursday, July 13, 2023
Ontario Superior Court of Justice, Final order, Model Business Corporation Act, Reunion, Arrangement, Meeting, EDGAR, Canada Business Corporations Act, US, SEDAR, TSX, Security (finance), MPM, Proxy, Holding company

At the Meeting, shareholders voted in favour of a special resolution (the "Arrangement Resolution") to approve the proposed plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act, whereby affiliates of MPM BioImpact would acquire Reunion in an all-cash transaction valued at approximately US$13.1 million.

Key Points: 
  • At the Meeting, shareholders voted in favour of a special resolution (the "Arrangement Resolution") to approve the proposed plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act, whereby affiliates of MPM BioImpact would acquire Reunion in an all-cash transaction valued at approximately US$13.1 million.
  • Pursuant to the terms and conditions of the Arrangement, all Shareholders will be entitled to receive US$1.12 in cash for each common share held immediately prior to the effective time of the Arrangement.
  • The Arrangement Resolution required the approval of not less than two-thirds (66 2/3%) of the votes cast by shareholders present in person or represented by proxy at the Meeting.
  • Shareholders approved the Arrangement Resolution at the Meeting, with 99% of the votes cast at the Meeting in favour of the Arrangement.