VANCOUVER, BC / ACCESSWIRE / October 15, 2021 / Dynamo Capital Corp. (TSXV:DDD.P) (the "Company" or "Dynamo"), a capital pool company ("CPC") pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), has recently mailed the meeting materials for its upcoming special meeting of shareholders, to be held at 3:30 PM PDT on October 25, 2021 (the "Meeting").
Details of the business to be conducted at the Meeting can be found in the information circular mailed to shareholders in connection with the Meeting. The Meeting materials are also available under the Company's profile on www.sedar.com.
The Meeting is being held for, among other things, the purpose of considering and passing a special resolution (the "Amendment Resolution") to alter the authorized share structure of the Company to (i) adopt special rights and restrictions for the current class of common shares of the Company and (ii) establish a class of restricted voting shares (the "Restricted Voting Shares") with special rights and restrictions. The Restricted Voting Shares carry no entitlement for the holder thereof to vote for the election or removal of the directors of the Company. The Amendment Resolution will be implemented only in the event that all conditions to the Transaction (defined below) have been satisfied or waived (other than conditions that may be or are intended to be satisfied only after the Amendment Resolution is implemented).
The Amendment Resolution has been proposed to minimize the number of voting securities of the Company that are held by U.S. residents following completion of the Company's transaction (the "Transaction") with CareSpan Holdings, Inc. ("CareSpan") pursuant to the binding merger agreement and plan of reorganization dated August 4, 2021 among the Company, CareSpan and Dynamo Subco, Inc., a wholly-owned subsidiary of the Company (the "Agreement"). The Transaction is intended to constitute the Company's "Qualifying Transaction" (as such term is defined in Policy 2.4 of the Exchange) and result in a reverse takeover of the Company by CareSpan.
The Company wishes to clarify that pursuant to OSC Rule 56-501 Restricted Shares and National Instrument 41-101 General Prospectus Requirements, the Amendment Resolution must be approved by a majority of the votes cast by holders of the Company's common shares other than votes attaching to common shares held directly or indirectly by affiliates of the Company ("Affiliate Shares") and common shares held directly or indirectly by control persons of the Company ("Control Person Shares" and, together with Affiliate Shares, "Excluded Shares"). Accordingly, the 2,270,500 common shares of the Company held by Geoff Balderson, Stephen Ross Gatensbury and Eric Warren will be excluded from the vote in respect of the Amendment Resolution.
About Dynamo Capital Corp.
Dynamo is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the Agreement. The principal business of Dynamo is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS:
For further information, please contact:
Chief Executive Officer and Chief Financial Officer
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Dynamo's current expectations. When used in this press release, the words "estimate," "project," "belief," "anticipate," "intend," "expect," "plan," "predict," "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Dynamo, CareSpan, the Meeting, the Amendment Resolution and the Transaction. Such statements and information reflect the current view of Dynamo. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our 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, that there is no assurance that Dynamo and CareSpan will obtain all requisite approvals for the Transaction, including the approval of their respective shareholders (if required), or the approval of the TSX Venture Exchange (which may be conditional upon amendments to the terms of the Transaction); and
There are a number of important factors that could cause Dynamo's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Dynamo; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, general market and industry conditions and the impact of the COVID-19 pandemic.
Dynamo cautions that the foregoing list of material factors is not exhaustive. When relying on Dynamo's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Dynamo has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Dynamo Capital Corporation