VANCOUVER, BC / ACCESSWIRE / February 19, 2021 / Larose Ventures Ltd. (the "Company" or "Larose"), is pleased to announce that further to its news release dated January 22, 2021, the Company has completed its previously announced amalgamation with 1282454 B.C. Ltd. ("1282454 BC") (the "Amalgamation").
Pursuant to the terms of the Amalgamation, Larose and 1282454 BC have amalgamated and continued as one company ("Amalco") pursuant to the provisions of Section 269 of the Business Corporations Act (British Columbia) ("BCBCA"). Upon completion of the Amalgamation, all Larose common shares outstanding immediately prior to the Amalgamation were exchanged for new Amalco Class A redeemable preferred shares on a one for one basis; all 2,000,000 common shares of 1282454 BC outstanding immediately prior to the Amalgamation were exchanged for new Amalco common shares on a one for one basis; and all Larose stock options currently outstanding were cancelled. Immediately following the Amalgamation, Amalco has redeemed the outstanding Class A redeemable preferred shares at a price of $0.0075 per share.
The Amalgamation was approved by over 98% of the Company's shareholders at its annual general and special meeting on February 16, 2021.
The name of the amalgamated entity remains "Larose Ventures Ltd.".
Upon closing of the Amalgamation, Michael Lerner, Harvey McKenzie and Neil Novak have been appointed as directors of the Company, replacing Scott Ackerman, Rick Cox and Brent Ackerman, who have resigned as directors of the Company. In addition, Michael Lerner has been appointed President and Chief Executive Officer and Balu Gopalakrishnan has been appointed Chief Financial Officer, replacing Scott Ackerman who has resigned as an officer of the Company. The Company wishes to thank the former directors and officers for their service to the Company.
As a result of the Amalgamation, each of Jennifer Goldman ("Goldman") of Ontario, and BC based L5 Capital Inc. ("L5") has ownership and control over 1,000,000 common shares at a cost of $0.125 per share. Neither the Company, nor to the knowledge of the Company after reasonable enquiry, Goldman or L5, have knowledge of any material information concerning the Company or its securities which has not been generally disclosed.
Goldman and L5 have individually acquired the above-noted common securities for investment purposes. Independently, Goldman and L5 may in the future take such actions in respect of its holdings in the Company as they may deem appropriate in light of the circumstances then existing, including the purchase of additional securities of the Company through open market purchases or privately negotiated transactions or the sale of all or a portion of their individual holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities law.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Reports may be obtained by contacting the Company, and will also be filed on SEDAR under the Company's profile at www.sedar.com.
For more information, please contact the Company at (416) 710-4906 or email: [email protected].
On Behalf of the Board of Directors of Larose Ventures Ltd. Michael Lerner
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward- looking statements.
SOURCE: Larose Ventures Ltd.