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oceansix future paths Provides Update on Voting Process for its Annual and Special Meeting of Shareholders Being Held on July 18, 2024
EQS-News: oceansix future paths Ltd.
/ Key word(s): AGM/EGM/AGM/EGM
This News Release is Not for Dissemination in the United States or for Distribution to U.S. Wire Services.
oceansix future paths Provides Update on Voting Process for its Annual and Special Meeting of Shareholders Being Held on July 18, 2024 July 15, 2024, TORONTO, CANADA – oceansix future paths Ltd. (“oceansix” or the “Company”) (TSXV: OSIX) wishes to provide an update on how it will be calculating shareholder votes for certain resolutions it is seeking approval at its upcoming annual and special meeting of shareholders to be held on July 18, 2024 (the “Meeting”). The Company has filed on SEDAR+ under its corporate profile and mailed to its shareholders a Notice and Management Information Circular dated June 20, 2024 (the “Circular”). At the Meeting, among other matters and as described in the Circular, shareholders are being asked to consider and if deemed appropriate to approve the conversion of debts owed by the Company to RAM.ON GmbH (“RAM.ON”), Sullam Holdings L.R. Ltd. (“Sullam”) and Tedea Technological Development and Automation Ltd. into common shares of the Company (collectively, the “Debt Conversions”). Shareholders are also being asked to approve the issuance of units (each unit comprised of a share and warrant) to RAM.ON, Sullam, Renah Persofsky and Yoav Horowitz as part of the Company’s previously announced private placement for aggregate gross proceeds of up to CDN $3 million (the “Offering”). Any participation by related parties in the Debt Conversions and the Offering constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and the Company is currently seeking shareholder approval for these matters at the Meeting. In addition to the shareholder approval requirements set forth in the Circular, the Company notes that the approval of shareholders for all resolutions relating to the Debt Conversions and the Offering will require a simple majority that excludes votes cast by interested parties and any other shareholders required to be excluded in accordance with Part 8 of 61-101. Specifically, votes cast by RAM.ON (representing 31,534,537 common shares, or 17.9% of the Company’s issued and outstanding shares as of the date of the Circular), Sullam (representing 32,268,886 common shares, or 18.3% of the Company’s issued and outstanding shares as of the date of the Circular) and Tedea (representing 32,176,386 common shares, or 18.3% of the Company’s issued and outstanding shares as of the date of the Circular) will be excluded from the vote in respect of any shareholder resolutions relating to the Debt Conversions, and votes cast by RAM.ON and Sullam will be excluded from the vote count in respect of any of the shareholder resolutions relating to the Offering. The Company is also announcing that it has waived the proxy deposit deadline in connection with the Meeting. As a result of the waiver, proxies may now be deposited with the Company’s transfer agent, TSX Trust Company, at any time prior to the Meeting. With respect to the Debt Conversions, the Company notes that these were presented by management to the Company’s Audit Committee, which unanimously recommended to the Board that they be approved, which the Board then unanimously approved. The Audit Committee members are all considered to be “independent” within the meaning of National Instrument 52-110, and none of them have any interest in the Debt Conversions. No special committee was struck in respect of the Debt Conversions or the Offering. There have not been any prior valuations of the Company or the subject matter of the Debt Conversions or the Offering within 24 months before the date of the Circular. About oceansix oceansix is a global innovator focused on sustainable solutions through waste-to-product technology. With operations spanning multiple continents, the Company is dedicated to advancing environmental sustainability while delivering economic growth and shareholder value. For further information, please contact: Elad Hameiri, CEO | +34 673 435 571 | oceansix future paths Ltd Investor Relations Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Disclaimer This release may contain forward-looking statements and information which may be identified by formulations using terms such as "expects", "aims", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or "will". Such forward-looking statements are based on our current expectations and certain assumptions, which may be subject to a variety of risks and uncertainties. The results actually achieved by oceansix future paths Ltd. may substantially differ from these forward-looking statements. oceansix Future Paths Ltd. assumes no obligation to update these forward-looking statements or to correct them in case of developments which differ from those anticipated.
15.07.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. |
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