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TORONTO, May 17, 2021 /CNW/ - OV2 Investment 1 Inc. (the "Corporation") (TSXV: OVO.P), is pleased to announce that it will hold an annual and special meeting of its shareholders (the "Meeting") on June 17, 2021.
At the Meeting, among other things, shareholders will be asked to approve certain matters related to its previously announced qualifying transaction (the "QT") with EasTower Group, Inc., including:
a proposed consolidation of the Corporation's common shares on the basis of 0.79730908 of a post consolidation common share for every one pre-consolidation common share;
the continuance of the Corporation from the Canada Business Corporations Act to the Business Corporations Act (British Columbia);
a proposed change in the Corporation's name to "Eastower Group Holdings Inc.";
the adoption of a new omnibus equity incentive plan; and
the payment of a finder's fee to certain non-arm's length parties of the Corporation (as described in further detail in the Corporation's press release of April 29, 2021), as now permitted with disinterested shareholder approval under the New CPC Policy (as defined below).
In addition, due to changes recently announced by the TSX Venture Exchange (the "Exchange") to its Capital Pool Company program and changes to the Exchange's Policy 2.4 – Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy"), the Corporation intends, subject to the receipt of all required Exchange and shareholder approvals, to implement the following amendments to further align its policies with the New CPC Policy:
remove the consequences of the Corporation failing to complete a QT within 24 months of the Corporation's date of listing on the Exchange (the "Listing Date"); and
amend the escrow release conditions and certain other provisions of the Corporation's escrow agreement dated July 14, 2017 (the "Escrow Agreement").
Each of the foregoing matters will be described in further detail in the management information circular that will be mailed to shareholders in advance of the Meeting (the "Circular"). The Circular will also be available for review under the Corporation's SEDAR profile (www.sedar.com). A brief summary of the proposed removal of the consequences of the Corporation failing to complete a QT within 24 months of the Listing Date and of the proposed amendments to the Escrow Agreement is also set out below.
Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date
Currently, under the Exchange's Policy 2.4 – Capital Pool Companies (as at June 14, 2010) (the "Former Policy") there are certain consequences if a QT is not completed within 24 months of the Listing Date. These consequences include a potential for shares to be delisted or suspended, or, subject to the approval of the majority of the Corporation's shareholders, transferring Shares to list on the NEX and cancelling certain seed shares. The New CPC Policy has removed these consequences assuming disinterested shareholder approval is obtained. The Corporation intends to ask disinterested shareholders to approve the removal of such consequences at the Meeting, as it believes that this will afford the Corporation greater flexibility to complete a QT that is beneficial to all interested parties.
Amendments to the Escrow Agreement
The Corporation intends to ask disinterested shareholders to approve certain amendments to the Escrow Agreement, including allowing the Corporation's escrowed securities to be subject to an 18 month escrow release schedule as detailed in the New CPC Policy, rather than the current 36 month escrow release schedule in the Former Policy. In addition, the Company wishes to amend the Escrow Agreement such that all options granted prior to the date the Exchange issues a final bulletin for the QT ("Final QT Exchange Bulletin") and all shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the IPO with an exercise price that is less than the issue price of the shares issued in the IPO and (b) any shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.
For further details regarding the Corporation's proposed QT with EasTower, please refer to its press release dated April 29, 2021.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES, THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
Statements in this press release regarding the QT, which are not historical facts, are "forward-looking statements" that involve risks and uncertainties. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Completion of the QT is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the QT cannot close until the requirement shareholder approval is obtained. There can be no assurance that the QT will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the QT, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved not disapproved the contents of this press release.
SOURCE OV2 Investment 1 Inc.
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