CALGARY, Alberta, Sept. 08, 2022 (GLOBE NEWSWIRE) — This press release is being issued in accordance with the early warning requirements of applicable Canadian securities laws. 1437891 Alberta Ltd. (the “Transferor“) transferred common shares (“Inventronics Shares“) of Inventronics Limited (“Inventronics“) to each of 2451320 Alberta Ltd., 2451335 Alberta Ltd., and C2DO Holding Ltd. (each a “Transferee“, collectively the “Transferees“).
The Transferees each received 868,750 Inventronics Shares for an aggregate amount of 2,606,250 Inventronics Shares transferred through a series of transactions completed on a tax-deferred basis (the “Transfers“) in accordance with the provisions of section 85 of the Income Tax Act (Canada).
The Transferees are corporations incorporated pursuant to the provisions of the Business Corporations Act (Alberta). Prior to the Transfers, each Transferee held zero (0) Inventronics Shares representing 0% of the total issued and outstanding Inventronics Shares and following the Transfers, each Transferee holds 868,750 Inventronics Shares representing approximately 18.1% of the total issued and outstanding Inventronics Shares.
The Transferor is a corporation incorporated pursuant to the provisions of the Business Corporations Act (Alberta) which prior to the Transfers held 3,475,000 Inventronics Shares representing approximately 72.3% of the total issued and outstanding Inventronics Shares and following the Transfers holds 868,750 Inventronics Shares representing approximately 18.1% of the total issued and outstanding Inventronics Shares.
Dan J. Stearne, Tracy Lee Dobson and Daniel C. Y. O’Greysik (“Former Shareholders“) were previously shareholders of the Transferor each holding 25% of the issued and outstanding common shares of the Transferor (“Transferor Shares“). The Transfers resulted in the cancellation of the Transferor Shares, previously held by the Former Shareholders. As a result, the Former Shareholders no longer hold any shares or other securities in the Transferor and therefore have no beneficial interest in the remaining Inventronics Shares held by the Transferor. Each of the Former Shareholders is also a director and officer of Inventronics.
Following the completion of the Transfers, the Former Shareholders now hold Inventronics Shares through each of their respective holding companies, being the Transferees. Dan Stearne is the sole director and officer and holds 100% of the outstanding voting equity shares of 2451320 Alberta Ltd. Tracy Dobson is the sole director and officer and holds 100% of the outstanding voting equity shares of 2451335 Alberta Ltd. Daniel O’Greysik is the sole director and officer and holds 100% of the outstanding voting equity shares of C2DO Holding Ltd. The remaining shareholder of the Transferor now holds 100% of the voting equity shares of the Transferor and therefore has an indirect beneficial ownership in all of the remaining Inventronics Shares held by the Transferor.
The purpose of the Transfers was to transfer the Inventronics Shares on a tax-deferred basis such that each of the Former Shareholders of the Transferor has direct control over the Inventronics Shares in which they previously only had a beneficial interest in through their respective ownership of the Transferor Shares.
The Transfers were exempt from the requirements for a formal take-over bid under Section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 61-104“) as the following conditions were satisfied:
|(a)||purchases were made from not more than five persons in the aggregate,|
|(b)||the bid was not made generally to holders of Inventronics Shares,|
|(c)||the value of the consideration paid for the Inventronics Shares was not greater than
115% of the market price (as determined under NI 62-104) of the Inventronics Shares.
For additional information please see the Early Warning Reports in relation to the Transfers which have been filed on Inventronics’ SEDAR profile at www.sedar.com. A copy of the Early Warning Reports may also be obtained by contacting:
Dan J. Stearne
President and CEO
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