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Craft 1861 mails materials for Dec. 12 AGSM

2023-11-22 13:35 ET - News Release

Mr. Robert Aranda reports

CRAFT 1861 GLOBAL ANNOUNCES MAILING AND FILING OF CIRCULAR FOR THE SPECIAL MEETING OF SECURITYHOLDERS TO APPROVE ARRANGEMENT WITH NANO CURES

Craft 1861 Global Holdings Inc. has mailed the management information circular and related meeting materials for the annual general meeting of shareholders and special meeting of security holders to be held in connection with the proposed transaction, pursuant to which the company will combine with Nano Cures International Inc. by plan of arrangement.

"We are very pleased to provide this update to our securityholders on the progress of the arrangement with Nano in preparation for the upcoming meeting of securityholders," commented Robert Aranda, chief executive officer of the company. "We invite all securityholders to visit the on-line Web link as identified and included in the Odyssey Trust Company shareholder e-mail/mailing distribution, where the meeting materials may be accessed. We urge all securityholders of record to vote in favour of the arrangement."

Interim court order

On Nov. 7, 2023, the company obtained an interim order from the Supreme Court of British Columbia authorizing the holding of the meeting and matters relating to the conduct of the meeting. At the meeting, securityholders of Craft will be asked, among other things, to pass a special resolution to approve the proposed plan of arrangement involving the company and Nano, which gives effect to the arrangement. The arrangement will be carried out pursuant to the terms of an arrangement agreement dated as of Sept. 27, 2023, between the company and Nano, and the terms of the plan of arrangement.

Meeting materials

The meeting materials contain important information regarding the arrangement, how securityholders can participate and vote at the meeting, the background that led to the arrangement, and the reasons for the unanimous determinations of the special committee of directors of the company, as well as the board of directors of the company, that the arrangement is in the best interests of the company and is fair, from a financial point of view, to shareholders. Securityholders should carefully review all of the meeting materials as they contain important information concerning the arrangement, and the rights and entitlements of securityholders thereunder. The meeting materials have been filed by the company on SEDAR+ and are available under the company's profile.

Meeting date

The mailing for the meeting was delayed by five days. In order to provide securityholders with sufficient notice to consider the information in the meeting materials, including without limitation, for shareholders to consider their rights of dissent under the arrangement, the company intends to adjourn the meeting scheduled for Dec. 7, 2023, until Dec. 12, 2023.

Subject to obtaining approval of the arrangement resolution at the meeting, and the satisfaction of the other customary conditions to completion of the arrangement contained in the arrangement agreement, including final approval of the court and certain regulatory approvals, all as more particular described in the meeting materials, the arrangement is expected to close in December, 2023.

Circular supplement

As disclosed in the meeting materials, Craft expected to supplement the meeting materials with the pro forma financial statements of Nano, as at Sept. 30, 2023, assuming completion of the arrangement. The supplement is now available and is summarized as shown in the associated table.

The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the arrangement will differ from the pro forma information presented herein. No attempt has been made to calculate or estimate potential synergies between the company and Nano. The unaudited pro forma consolidated financial statement information set forth herein is extracted from, and should be read in conjunction with the unaudited pro forma consolidated financial statements of the company and the accompanying notes included in the supplement.

The form of proxy sent with the meeting materials remains valid for use at the meeting, and no new form of proxy will be provided with the supplement.

The meeting materials, including the supplement, provide important information on the business of the meeting, as well as related maters such a voting procedures and how to attend the meeting. Securityholders are urged to read the meeting materials, including the supplement, carefully and in their entirety. The meeting materials, including the supplement, are available via the on-line Web link as identified and included in the Odyssey Trust Company shareholder e-mail/mailing distribution, where the meeting materials may be accessed, and under the company's profile at SEDAR+.

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