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Talon Metals — M&A Activity 2020
Dec 11, 2020
44209_rns_2020-12-11_9c01c721-7ee0-4a93-a2e0-f349b0ef4dd6.pdf
M&A Activity
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51-102F3
MATERIAL CHANGE REPORT
ITEM 1 Name and Address of Company
Greenstone Capital Corp. (the “ Greenstone ”) 2440 Kensington Road Calgary, AB T2N 3S1
ITEM 2 Dates of Material Change
December 7, 2020
ITEM 3 News Release
A news release announcing the material change was disseminated on December 9, 2020 through the CNW Group and through SEDAR.
ITEM 4 Summary of Material Changes
Greenstone announced that it has successfully entered into a binding merger agreement and plan of reorganization dated December 7, 2020 (the “ Merger Agreement ”) with Comprehensive Healthcare Systems Inc. (“ CHS ”) and Greenstone Capital USA Inc. (“ Subco ”), a wholly-owned subsidiary of Greenstone, with respect of a statutory merger under the Delaware General Corporation Law (the “ Proposed Transaction ”).
ITEM 5 Full Description of Material Change
On December 7, 2020, Greenstone, Subco and CHS entered into the Merger Agreement in respect of the Proposed Transaction.
The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for transactions of this nature, including but not limited to (i) the completion of the concurrent financing; (ii) approval by the directors and shareholders (if required) of Greenstone and CHS; and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorization and consents, including the TSX Venture Exchange. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.
ITEM 6 Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
This material change report is not being filed on a confidential basis.
ITEM 7 Omitted Information
No information has been omitted on the basis that it is confidential information.
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ITEM 8 Executive Officer
The name and telephone number of the executive officer of the Corporation who is knowledgeable about the material change and the material change report is:
Mo Fazil, President, Chief Executive Officer and Chief Financial Officer Tel: (403) 613-7310
ITEM 9 Date of Report
December 11, 2020
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