CIRCA ENTERPRISES INC. ("CTO")
BULLETIN TYPE: Amalgamation, Delist
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by the shareholders of Circa Enterprises Inc. (the "Company") on April 10, 2023, the Company has amalgamated (the "Amalgamation") with 2023 Sicame Amalco Inc. ("Subco"), a wholly-owned subsidiary of Sicame Canada Holdings Inc. ("Sicame"), under the Business Corporation Act (Alberta). The Amalgamation was completed pursuant to the terms of an amalgamation agreement ("Agreement") dated March 8, 2023 between the Company, Subco and Sicame whereby shareholders of the Company (other than dissenting shareholders) received $2.1176 for every one (1) common share of the Company held in exchange for the cancellation of all of the Company's common shares. Sicame has provided a base purchase price of approximately $26,500,000, subject to adjustments including for repayment of outstanding indebtedness and settlement amounts payable for outstanding stock options, for the total consideration of the transaction.
Concurrent with the Amalgamation and as per the terms of an asset purchase agreement dated March 8, 2023 between the Company and Guardian Telecom Ltd. ("Guardian"), the Company has also disposed of its telecom business for a purchase price of $3,300,000 in cash payment provided by Guardian.
Delist
Effective at the close of business on Tuesday, April 18, 2023, the common shares of the Company will be delisted from TSX Venture Exchange at the request of the Company as a result of the Amalgamation.
For further information, please refer to the Company's news releases dated March 8, 2023 and April 14, 2023 and the management information circular of the Company which is available on SEDAR.
________________________________________
|
|
