AI assistant
Posera Ltd. — Delisting Announcement 2020
Feb 7, 2020
46919_rns_2020-02-07_2b07352a-a3a9-4bd8-95f4-fd5639d89859.pdf
Delisting Announcement
Open in viewerOpens in your device viewer
POSERA LTD.
MATERIAL CHANGE REPORT
| Item 1.Item 2.Item 3. | Name and AddressPOSERA LTD.1106 Dearness DriveUnit #4London, OntarioN6E 1N9(the “Corporation” or “Posera”)Date of Material ChangeJanuary 31, 2020.News Release |
|---|
The news release announcing the completion of the previously announced arrangement (the “ Arrangement ”) was filed on SEDAR on January 31, 2020 and disseminated via Newswire.
Item 4. Summary of Material Change
Posera completed the Arrangement under the provisions of the Business Corporations Act (Ontario) (the “ OBCA ”). Item 5. Full Description of Material Change
Posera has completed the Arrangement under section 182 of the OBCA pursuant to which PayFacto Payments Inc. acquired all of the issued and outstanding common shares of Posera by way of a plan of arrangement.
Posera intends to apply to the regulatory authorities in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland to cease to be a reporting issuer in those jurisdictions. Once its reporting issuer status is revoked in each of those provinces, Posera would cease to be a public company and revert to a privatelyheld status.
Additionally, as a result of the completion of the Arrangement, Posera has applied for the delisting of the Corporation’s shares from the Toronto Stock Exchange (the “ Exchange ”). Such delisting was approved on January 31, 2020, and a bulletin was issued on the same day indicating that the shares of the Corporation will be delisted from the Exchange effective at the close of business on Monday, February 3, 2020.
- 2 -
The Arrangement was approved by Posera’s shareholders at the Corporation’s shareholder meeting held on January 22, 2020 (the “ Meeting ”). Further information about the Arrangement is set forth in the materials prepared by Posera in connection with the Meeting which were mailed to Posera’s shareholders and filed under Posera’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR), available at www.sedar.com.
Item 6. Reliance on subsection 7.1 (2) of National Instrument 51-102
Not applicable.
Item 7.
Omitted Information
No information has been omitted in respect of this material change.
Item 8. Executive Officer
Inquiries in respect of this material change may be made to:
Martin Leroux President & CEO [email protected]
Item 9. Date of Report
February 7, 2020