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/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TSX Venture Exchange: APHE.P
VANCOUVER, BC, May 10, 2021 /CNW/ - Aphelion Capital Corp. ("Aphelion" or the "Company") announces that in connection with its Annual General and Special Meeting ("AGSM") of shareholders of the Company ("Shareholders") originally scheduled to be held on May 12, 2021, the Company has filed an amended and restated information circular dated May 7, 2021 (the "Restated Circular"), a copy of which is available on the Company's SEDAR profile at www.sedar.com.
In order to permit all Shareholders to review the Restated Circular, the Company further announces that the AGSM shall now be held on June 4, 2021 at 10:00 AM (Vancouver Time). Information on how to vote and attend the AGSM is included with the Restated Circular.
Pursuant to the Restated Circular, the capital alteration resolution has been revised to include a change to the name of the common shares of the Company to "Subordinate Voting Shares" ("Subordinate Voting Shares"), to create a new class of preferred multiple voting shares (the "Preferred Multiple Voting Shares") to the authorized capital structure of the Company and the addition of certain special rights and restrictions to each of the classes of shares of the Company, all as set forth in the Restated Circular (the "Capital Alteration Resolution").
The Preferred Multiple Voting Shares will be entitled to one vote in respect of each Subordinate Voting Share into which such Preferred Multiple Voting Share could be converted, and as such the Preferred Multiple Voting Shares do not necessarily hold voting rights that are superior to the holders of Subordinate Voting Shares, on an as converted to Subordinate Voting Shares basis. In accordance with Section 5 Policy 5.3 of the TSX Venture Exchange (the "TSXV"), the Company will obtain Majority of the Minority Approval (as defined below) for the creation of the Preferred Multiple Voting Shares.
Majority of the Minority Approval means the approval, at a properly constituted meeting of the holders of shares of the Company of a resolution to create a class or series of Preferred Multiple Voting Shares, by a majority of the votes cast by the holders of shares of the Company who vote at the AGSM, other than Promoters (as defined under TSXV policies), directors, officers or other Insiders (as defined under TSXV policies) of the Company and of any proposed recipient of Preferred Multiple Voting Shares and their Associates and Affiliates (as each are defined under TSXV policies) (the "Capital Alteration Resolution Disinterested Shareholders").
Additionally, the Capital Alteration Resolution will be used to approve a "restricted security reorganization" pursuant to National Instrument 41-101 - General Prospectus Requirements and OSC Rule 56-501 - Restricted Shares (the "Restricted Share Rules"). The Restricted Share Rules require that a restricted security reorganization receive prior majority approval of the securityholders of the Company in accordance with applicable law, excluding any votes attaching to securities held, directly or indirectly, by affiliates of the Company or control persons of the Company.
Votes for the Capital Alteration Resolution will be calculated twice. The first calculation will include all Shareholders of the Company in person or represented by proxy at the AGSM, and the second calculation will include only the Capital Alteration Resolution Disinterested Shareholders. In order to pass the Capital Alteration Resolution, the Capital Alteration Resolution must be approved by both Shareholders holding 66 2/3% of the voting rights attaching to the shares entitled to vote at the AGSM and Capital Alteration Resolution Disinterested Shareholders holding 50% of the voting rights attaching to the shares of the Capital Alteration Resolution Disinterested Shareholders entitled to vote at the AGSM. It is currently anticipated that approximately 2,000,000 common shares of the Company held by Capital Alteration Resolution Disinterested Shareholders will be excluded from voting on the Capital Alteration Resolution.
At the AGSM, disinterested Shareholders will also be asked to consider two resolutions to adopt the variations to the capital pool company policies recently adopted by the TSXV to: (1) authorize the Company to remain on the TSXV in the event the Company does not complete a Qualifying Transaction (as defined in TSXV policies) within the original 24 month time limit; and (2) to amend the release terms of the escrow agreement dated November 26, 2019 among the Company, TSX Trust Company and certain security holders of the Company to reflect the new escrow release terms set out in the TSXV's amended capital pool company policy.
The Company was incorporated under the Business Corporations Act (British Columbia) on January 10, 2019 and is a Capital Pool Company (as defined in the policies of the TSX Venture Exchange (the "Exchange")) listed on the Exchange. The Company has no commercial operations and no assets other than cash.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements Disclaimer and Reader Advisory
Not for dissemination in the United States or for distribution to U.S. newswire services. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable state securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Aphelion assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Aphelion. Additional information identifying risks and uncertainties is contained in filings by Aphelion with the Canadian securities regulators, which filings are available at www.sedar.com.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
The Aphelion Common Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange. Aphelion is a reporting issuer in Alberta, British Columbia, and Ontario.
On behalf of the Board
Seth Kay, Director
SOURCE Aphelion Capital Corp.
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