Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Talon Metals M&A Activity 2020

Dec 11, 2020

44209_rns_2020-12-11_9c01c721-7ee0-4a93-a2e0-f349b0ef4dd6.pdf

M&A Activity

Open in viewer

Opens in your device viewer

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.

{00732942;3}

2

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

{00732942;3}