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NiCAN Limited — M&A Activity 2022
Jul 27, 2022
48093_rns_2022-07-27_0428be69-ccbe-42cc-b580-acb94d580658.pdf
M&A Activity
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Ministry of Government and Consumer Services Ministère des Services gouvernementaux et des Services aux consommateurs
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Certificate of Amalgamation
Certificat de fusion
Business Corporations Act
Loi sur les sociétés par actions
NICAN LIMITED
Corporation Name / Dénomination sociale
1000268824
Ontario Corporation Number / Numéro de société de l’Ontario
This is to certify that these articles are effective on
La présente vise à attester que ces statuts entreront en vigueur le
July 26, 2022 / 26 juillet 2022
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Director / Directeur Business Corporations Act / Loi sur les sociétés par actions
The Certificate of Amalgamation is not complete without the Articles of Amalgamation
Certified a true copy of the record of the Ministry of Government and Consumer Services.
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Director/Registrar
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Le certificat de fusion n’est pas complet s’il ne contient pas les statuts de fusion
Copie certifiée conforme du dossier du ministère des Services gouvernementaux et des Services aux consommateurs.
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Directeur ou registrateur
BCA - Articles of Amalgamation - NICAN LIMITED - OCN:1000268824 - July 26, 2022
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Ministry of Government and Consumer Services
Articles of Amalgamation
Business Corporations Act
1. Amalgamated Corporation Name
NICAN LIMITED
2. Registered Office Address
390 Bay Street, 700a, Toronto, Ontario, Canada, M5H 2Y2
3. Number of Directors
Minimum/Maximum
4. The director(s) is/are: Full Name Resident Canadian Address for Service
Full Name Resident Canadian Address for Service
Full Name Resident Canadian Address for Service
Full Name Resident Canadian Address for Service
Min 3 / Max 9
Dr. Mark CRUISE Yes 390 Bay Street, 700a, Toronto, Ontario, Canada, M5H 2Y2
Patrick GLEESON Yes
390 Bay Street, 700a, Toronto, Ontario, Canada, M5H 2Y2
Michael HOFFMAN
Yes
390 Bay Street, 700a, Toronto, Ontario, Canada, M5H 2Y2
Brad HUMPHREY
Yes 390 Bay Street, 700a, Toronto, Ontario, Canada, M5H 2Y2
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The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation. Certified a true copy of the record of the Ministry of Government and Consumer Services.
Page 1 of 5
Director/Registrar, Ministry of Government and Consumer Services
BCA - Articles of Amalgamation - NICAN LIMITED - OCN:1000268824 - July 26, 2022
Full Name Resident Canadian Address for Service
Alison (saga) WILLIAMS Yes 390 Bay Street, 700a, Toronto, Ontario, Canada, M5H 2Y2
5. Method of Amalgamation
A. Amalgamation Agreement
The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176(4) of the Business Corporations Act on the date set out below.
The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation. Certified a true copy of the record of the Ministry of Government and Consumer Services. Director/Registrar, Ministry of Government and Consumer Services
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BCA - Articles of Amalgamation - NICAN LIMITED - OCN:1000268824 - July 26, 2022
The Name, OCN, and Date of Adoption/Approval for each amalgamating corporation are as follows:
Corporation Name OCN Date of Adoption/Approval NICAN LIMITED 2829274 May 06, 2022 1000268474 ONTARIO LTD. 1000268474 March 03, 2022
6. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None": None.
7. The classes and any maximum number of shares that the corporation is authorized to issue:
The authorized capital of the Corporation consists of an unlimited number of Common Shares.
8. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable":
The Common Shares shall have attached to them the following rights, privileges, restrictions and conditions: (a) Dividends: The registered holders of the Common Shares shall be entitled to receive any dividend declared by the directors, as and when declared by the directors in any financial years as the directors may by resolution determine, out of the moneys of the Corporation properly applicable to the payment of dividends. (b) Participation in Assets on Dissolution: The registered holders of the Common Shares shall be entitled to receive the remaining property of the Corporation upon the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, and any other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs. (c) Voting Rights: The holder of a Common Share shall be entitled to one (1) vote for each Common Share held (in person or by proxy), at any meeting of shareholders of the Corporation (other than meetings of the holders of another class of shares).
9. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None":
None.
10. Other provisions:
None.
The articles have been properly executed by the required person(s).
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The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation. Certified a true copy of the record of the Ministry of Government and Consumer Services.
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Director/Registrar, Ministry of Government and Consumer Services
BCA - Articles of Amalgamation - NICAN LIMITED - OCN:1000268824 - July 26, 2022
Supporting Document - Schedule “A”
Statement of a director or officer of each of the amalgamating corporations completed as required under subsection 178(2) of the Business Corporations Act.
The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation. Certified a true copy of the record of the Ministry of Government and Consumer Services. Director/Registrar, Ministry of Government and Consumer Services
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BCA - Articles of Amalgamation - NICAN LIMITED - OCN:1000268824 - July 26, 2022
Supporting Document - Schedule “B”
A copy of the amalgamation agreement adopted by shareholders under subsection 176(4) of the Business Corporations Act
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The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation. Certified a true copy of the record of the Ministry of Government and Consumer Services.
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Director/Registrar, Ministry of Government and Consumer Services