VANCOUVER, BC / ACCESSWIRE / August 16, 2019 / HemaGenetics Technologies Corp. (the “Company”) is pleased to announce the results of its annual general & special meeting of its shareholders held on August 9, 2019 at 10 a.m. at Suite 300 - 1055 W. Hastings St., Vancouver, BC, Canada, V6E 2E9 (the “Meeting”). Shareholders of record as of July 12, 2019 voted at the Meeting.
The purpose of the Meeting was for shareholders to attend to and vote on the Company’s annual business including the review of financial statements for the preceding year and to consider and vote on the Arrangement Agreement and Arrangement (as described below). For more information, please refer to the Notice of Meeting and Record Date, and Management Information Circular posted on the Company’s SEDAR profile accessible at www.sedar.com.
On July 8, 2019, the Company entered into an arrangement agreement (the “Arrangement Agreement”) with its wholly owned subsidiaries 1207326 B.C. LTD., 1207331 B.C. LTD., 1207334 B.C. LTD., 1207335 B.C. LTD., 1207378 B.C. LTD., 1207380 B.C. LTD., 1207382 B.C. LTD., 1208614 B.C. LTD., 1208616 B.C. LTD., 1209629 B.C. LTD., 1209631 B.C. LTD., 1210352 B.C. LTD., and 1211319 B.C. LTD, to effect an arrangement pursuant to a plan of arrangement with each of the foregoing parties (the transaction being the “Arrangement”). Under the Arrangement, the Company proposes to transfer certain of its assets to the mentioned subsidiaries, which will ultimately conclude with the issuance of shares of such subsidiaries to the Company’s shareholders in exchange for such asset transfers. The completion of the Arrangement is subject to the Company shareholders’ approval (which was obtained at the Meeting, see below) and final court approval by the Supreme Court of British Columbia. For more information on the Arrangement, please refer to the copy of the Arrangement Agreement filed on the Company’s SEDAR profile, accessible at www.sedar.com, on July 9, 2019.
The following items were considered and unanimously passed by the shareholders entitled to vote at the Meeting in person and by proxy:
1. Number of directors of the Company set at 3 directors for the ensuring year.
2. The following individuals elected to the Company’s board of directors:
a. James Scott Munro
b. Ron Ozols
c. Richard Paolone
Biographical information about these individuals was disclosed in the mentioned Management Information Circular posted on the Company’s SEDAR profile.
3. Adam Sung Kim Ltd., CPA was appointed as auditors of the Company for the ensuing year and the board of directors of the Company authorized to fix their remuneration.
4. Special resolution approving the Arrangement Agreement and Arrangement was passed.
The Company is preparing to apply for the final order for the Arrangement.
For further information please contact:
Scott Munro, CEO and Director
Hemagenetics Technologies Corp.
E-mail: [email protected]
Cautionary Note Regarding Forward Looking Information
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company such as the statement that: (i) the Arrangement may be effected or final court order for the same obtained; and (ii) shareholders may receive 100% of the shares of each of the other parties to the Arrangement under the Arrangement Agreement. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) the inability to complete the Arrangement; and (ii) other factors beyond the Company’s control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.
SOURCE: HemaGenetics Technologies Corp.