- the valuation and negotiation process with respect to the Transaction was conducted by the Board alone, without the participation of Mr. Hodges except with respect to his debt conversion;
- the Transaction was approved by all of the directors of the Company in accordance with MI 61-101;
- a majority of the votes cast on the resolution by shareholders who vote at the Meeting, excluding for this purpose the votes attached to the common shares held by Mr. Hodges, is required for approval of the debt conversion resolution as provided by MI 61-101; and
- while the approval of the Transaction by a majority of the minority itself does not trigger dissent rights, the ancillary matters being considered by the shareholders provide that any registered shareholders who oppose the ancillary matters may, upon compliance with certain conditions, exercise dissent rights and, if ultimately successful receive the fair value of their common shares. Accordingly dissent rights are available in connection with the Transaction as set forth in the Circular.
There have been no prior valuations made of the shares of Match in the prior 24 months before the date of the Circular. Match has been an inactive company for the last five years.
Prior Conversion Offers
Match has been involved with two prior proposed reverse takeover transactions with arm’s length parties that were not completed. One occurred in 2016 and the other occurred in 2017. Both of these transactions were conditional upon Match consolidating its shares and both required Mr. Hodges to convert his shares into post-consolidated shares of Match after the completion of the transaction. In both cases, on successful completion of either transaction, Mr. Hodges would have been left with a very small percentage shareholding in the Company. Similarly, upon completion of the Transaction Mr. Hodges will be a minor shareholder of the Company beneficially owning or having control and direction over approximately 2% of the post-consolidated common shares of the Company.
The votes attached to the shares held by Mr. Hodges, being a total of 1,714,473 common shares (representing in the aggregate approximately 19.9% of the issued and outstanding common shares) will be excluded in determining whether minority approval for the proposed related party transaction is obtained.
For further information please contact:
MATCH CAPITAL RESOURCES CORPORATION
Telephone: (416) 593-2980
Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Match should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
SOURCE: Match Capital Resources Corporation