-Meeting Scheduled, Two Directors Resign
- The Board unanimously recommends Debentureholders vote FOR the Restructuring Transaction and for the Trustee Authorization
- Your vote is important regardless of how many Debentures you own, and we urge you to vote even if you are not able to attend the Debentureholder Meeting
At the Debentureholder Meeting, the Company will put forward the following extraordinary resolutions to the holders of the Debentures (the "Debentureholders"), which are governed by the trust indenture between the Company and
(i) To consider and, if deemed appropriate, approve an extraordinary resolution, the full text of which is set forth in Appendix "A" to the management information circular dated
(ii) To consider and, if deemed appropriate, approve an extraordinary resolution, the full text of which is set forth in Appendix "B" to the Circular, pursuant to which
The principal amount of the Debentures, being
The Company has identified the Restructuring Transaction as an avenue to address these issues and to enhance securityholder value in the long run. The Board believes that the Restructuring Transaction will:
(i) eliminate the Company's convertible debt and debt service obligations, thereby providing the Company with added liquidity;
(ii) allow management additional flexibility to focus on the Company's operations, as opposed to focusing on debt-servicing obligations and repayment;
(iii) increase the strength of the Company's balance sheet;
(iv) provide the Debentureholders with an aggregate ownership stake in the Company of approximately 90%;
(v) allow Debentureholders to participate more effectively and efficiently in the equity upside of the Company; and
(vi) simplify the Company's capital structure.
The Company believes in its growth potential, and it believes the Restructuring Transaction is in the best interests of Debentureholders.
Should the Restructuring Transaction not be approved by the Debentureholders or the Company determines not to proceed with the Restructuring Transaction for any reason, the Company has identified the Trustee Authorization as an avenue to simplify Debentureholder participation in any plan of reorganization or restructuring transaction that may be made in any bankruptcy, liquidation, restructuring, or other insolvency proceeding relative to the Company. By approving the Trustee Authorization, Debentureholders authorize the Trustee to act on their behalf in such proceedings, meaning that the Trustee can make decisions without the need for a further extraordinary resolution from the Debentureholders. If the Trustee Authorization is not approved, the Debentureholders may be responsible for their own costs related to plan of reorganization or restructuring transaction that may be made in any bankruptcy, liquidation, restructuring, or other insolvency proceeding relative to the Company, which may increase the timeline for recovery of the principal amounts of the Debentures.
"Karl Kottmeier"
President
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Information set forth in this news release includes forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", "budget", "scheduled" and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to: the timing and resolutions put forward at the Debentureholder Meeting; receipt of Debentureholder approval for the Restructuring Transaction and the Trustee Authorization; the Company's inability to settle the principal amount of Debentures on the maturity date; the Company's ability to successfully raise an amount to settle the principal amount of Debentures on the maturity date; the Trustee agreeing to act on behalf of the Debentureholders in connection with any insolvency proceeding; the expected growth potential of the Company; and the expected benefits of the Restructuring Transaction, including to enhance securityholder value; and the expected benefits of the Trustee Authorization.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks identified in the Company's reports and filings with the applicable Canadian securities regulators, including risks related to the Company's ability to secure Debentureholder approval at the Debentureholder Meeting and the Company's inability to pay the principal amount of Debentures when they become due. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
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