Alpha Peak Leisure Inc. (“
Alpha Peak” or the
“
Company”) (NEX: AAP.H) announces that it will
hold an annual general and special meeting of its shareholders (the
“
Meeting”) on April 15, 2021 at 9:00 a.m. (Toronto
time). The Meeting will be an online-only meeting, in order to
comply with legal requirements and social distancing best practices
in light of COVID-19.
A summary of the business of the Meeting is
provided below and additional details about the Meeting, including
how to participate and vote at the Meeting, are set out in the
Notice of Meeting and Management’s Information Circular (the
“Circular”), each of which are available on the
Company’s SEDAR profile at www.sedar.com.
Annual General and Special Meeting
(April 15, 2021)
The Meeting will be held on April 15, 2021 at
9:00 a.m. (Toronto time) and will be an online-only meeting. At the
Meeting, shareholders will be presented with the Company’s
consolidated financial statements for the financial years ended
December 31, 2019 and December 31, 2020, together with the
independent auditor’s report for those financial statements.
Shareholders will also be asked to consider and, if thought
advisable, to pass resolutions:
|
(i) |
|
|
approving the re-appointment of Crowe MacKay LLP as the Company’s
auditor for the financial year ending December 31, 2021 and
authorizing the Company’s board of directors to fix the auditor’s
compensation; |
|
|
|
|
|
|
(ii) |
|
|
fixing the number of directors of
the Company at three (3), and electing the directors of the Company
for the coming year; |
|
|
|
|
|
|
(iii) |
|
|
authorizing the Company to alter
its articles and notice of articles to change its name to “Alpha
Peak Capital Inc.” or such other name as the directors of the
Company may determine; |
|
|
|
|
|
|
(iv) |
|
|
authorizing the Company to alter
its articles and notice of articles to effect a consolidation of
its common shares on the basis of 1 post-consolidation common share
for every 10 pre-consolidation common shares; |
|
|
|
|
|
|
(v) |
|
|
authorizing the Company to
voluntarily delist its common shares from the NEX Board of the TSX
Venture Exchange (the “Exchange”); and |
|
|
|
|
|
|
(vi) |
|
|
approving such other matters and
transacting such other business as may properly come before the
Meeting or any adjournment of the Meeting. |
The board of directors of the Company is
unanimously recommending that all shareholders vote in favour of
each of the items set out above.
While all shareholders are invited to attend the
Meeting, only shareholders of record as of March 10, 2021, the
record date for the Meeting, will be entitled to cast a vote at the
Meeting. Eligible shareholders who do not wish to attend can also
vote on the business of the Meeting by submitting a proxy or voting
instruction form in accordance with the instructions set out in the
Circular and/or provided by their applicable broker or agent.
Proxies must be received by the Company or its transfer agent by no
later than 9:00 a.m. (Toronto time) on April 13, 2021 or, if the
Meeting is adjourned, by no later than 48 hours prior to the new
Meeting date and time.
Voluntary Delisting from the
Exchange
At the Meeting, the Company will be seeking
shareholder authorization to voluntarily delist its common shares
from the Exchange. The reasons for the proposed delisting and a
description of some of the anticipated risks associated with the
delisting are set out in detail in the Circular.
Shareholder approval for the delisting will
require affirmative votes from more than half of the common shares
represented at the Meeting, excluding any common shares that are
beneficially owned, controlled or directed by any director or
officer of the Corporation. The delisting will also be subject to
any required regulatory and third-party approvals, including the
approval of the Exchange.
The proposed date for the delisting is April 19,
2021, or such other date as may be determined by the board of
directors of the Company. If the delisting date is changed, the
Company will issue an update by press release.
Change of Name
At the Meeting, the Company will also be seeking
shareholder authorization to change its name to “Alpha Peak Capital
Inc.” or to such other name as the directors may determine. The
purpose of the change of name is to better reflect the current and
potential future business of the Company.
Shareholder approval for the change of name will
require affirmative votes from more than two thirds of the common
shares represented at the Meeting. The change of name will also be
subject to any required regulatory and third-party approvals,
including the approval of the Exchange if the Company continues to
be listed on the Exchange at the time the change of name is
completed.
The Company will issue an update by press
release when the change of name goes into effect.
Consolidation of Common
Shares
At the Meeting, the Company will also be seeking
shareholder authorization to consolidate its common shares on the
basis of 10 pre-consolidation common shares to 1 post-consolidation
common share. The reasons for the proposed consolidation and a
description of some of the anticipated risks associated with the
consolidation are set out in detail in the Circular.
The Company currently has 72,077,073 issued and
outstanding common shares and expects that following the
consolidation it will have approximately 7,207,707 issued and
outstanding common shares. Fractional shares will not be issued and
any fractional shares that would otherwise result from the
consolidation will instead be rounded to the nearest whole number
of common shares.
Shareholder approval for the delisting will
require affirmative votes from more than two-thirds of the common
shares represented at the Meeting. The consolidation will also be
subject to any required regulatory and third-party approvals,
including the approval of the Exchange if the Company continues to
be listed on the Exchange on the effective date of the
consolidation.
The proposed date for the consolidation is May
1, 2021, or such other date as may be determined by the board of
directors of the Company. If the consolidation date is changed, the
Company will issue an update by press release.
For more information, please contact:
Zachary Goldenberg, CEOPhone No.:
647-987-5083Email: zach@libertyvp.co
Neither the TSX Venture Exchange (“TSXV”) nor
its Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this press release.
This press release contains forward-looking
statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable
Canadian and United States securities laws. All statements, other
than statements of historical fact, included herein are
forward-looking statements. Forward-looking statements are
typically identified by words such as: will, may, believes,
expects, anticipated, approximately, and similar expressions or are
those which, by their nature, refer to future events. Although the
Company believes that such statements are reasonable, there can be
no assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. The Company cautions investors that
any forward-looking statements by the Company are not guarantees of
future performance, and that actual results may differ materially
from those in forward-looking statements. Important factors that
could cause actual events and results to differ materially from the
Company's expectations include an adjournment of the Meeting; a
change in the proposed business of the Meeting; unanticipated
numbers of shareholders attending or failing to attend the meeting
or voting or failing to vote by proxy; the Company being unable to
obtain shareholder or Exchange approval for any items of business
proposed at the Meeting; the Company’s board of directors
determining not to proceed with the name change, share
consolidation or voluntary delisting; and other risks as set out in
the Circular. Trading in the securities of the Company should be
considered highly speculative. All of the Company's public
disclosure filings may be accessed via www.sedar.com and readers
are urged to review these materials.
This press release is not, and is not to be
construed in any way as, an offer to buy or sell securities in the
United States.
Alpha Peak Leisure (TSXV:AAP.H)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Alpha Peak Leisure (TSXV:AAP.H)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025