Mr. Joel MacLeod reports
HIGHWOOD ASSET MANAGEMENT LTD. ANNOUNCES NORMAL COURSE ISSUER BID
The TSX Venture Exchange has accepted a notice filed by the company of its intention to make a normal course issuer bid. In connection with the NCIB, the company will enter into an automatic share purchase plan with RBC Dominion Securities to allow for purchases of its common shares.
The notice provides that the company may, during the 12-month period commencing July 7, 2026, and ending July 6, 2027, or on such earlier date as Highwood completes its purchases or provides notice of termination, purchase up to 567,538 shares in total, representing approximately 10 per cent of the company's public float as at July 7, 2026. As of the close of business on July 6, 2026, the company had 15,198,818 shares issued and outstanding. In accordance with the policies of the exchange, the company may not purchase more than 2 per cent of its issued and outstanding shares during any 30-day period, which as of the date hereof represent approximately 303,976 shares. The actual number of shares which may be purchased under the NCIB and the timing of any such purchases will be determined by management of the company, subject to applicable law and the rules of the TSX Venture Exchange. Highwood has not previously purchased for cancellation any of its outstanding securities.
Subject to any required regulatory approvals, all purchases of shares under the NCIB will be conducted through the facilities of the TSX-V and/or alternative Canadian trading systems at prevailing market prices, or by such other means as may be permitted by the applicable securities regulator. All shares purchased under the NCIB are to be cancelled or otherwise reserved as treasury shares. Purchases under the NCIB will be made from time to time by the broker on behalf of the company.
Highwood will enter into an ASPP with the broker to allow for the purchase of shares under the NCIB at times when the company would ordinarily not be permitted to purchase shares due to regulatory restrictions or self-imposed blackout periods.
Pursuant to the ASPP, prior to entering into a blackout period, Highwood may, but is not required to, instruct the broker to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by the broker in its sole discretion based on the limits established by Highwood prior to the blackout period in accordance with the rules of the TSX-V, applicable securities laws and the terms of the ASPP. The ASPP has been precleared by the TSX-V concurrently with the initiation of the NCIB.
The board of directors of the company believes that the recent market prices of the shares do not properly reflect the underlying value of such shares. As a result, depending upon future price movements and other factors, the board believes that the purchase of the shares would be a desirable use of corporate funds and in the best interests of the company. Furthermore, the purchases are expected to benefit all persons who continue to hold shares by increasing their equity interest in the company when such repurchased shares are cancelled or reserved as treasury shares.
To the knowledge of the company, no director, senior officer or other insider of the company, or any of their associates, currently intends to sell any shares under the NCIB; however, sales by such persons through the facilities of the exchange or any other available market or alternative trading system may occur if the personal circumstances of any such persons change or if any such persons make a decision unrelated to these normal course purchases. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased.
We seek Safe Harbor.
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