20:05:17 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



IntelGenx Technologies Corp
Symbol IGX
Shares Issued 174,658,097
Close 2023-11-13 C$ 0.165
Market Cap C$ 28,818,586
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IntelGenx reminds holders to vote at special meeting

2023-11-13 12:05 ET - News Release

Mr. Andre Godin reports

INTELGENX REMINDS SHAREHOLDERS TO VOTE AT UPCOMING SPECIAL MEETING

IntelGenx Technologies Corp. is reminding its shareholders of record as of Oct. 2, 2023, of the importance of a vote for the various proposals detailed below at the upcoming special meeting of shareholders to be held on Nov. 28, 2023, as a virtual meeting only.

At the special meeting, shareholders will be asked to vote:

  • To amend the certificate of incorporation of the company to increase the authorized common stock from 450 million shares of common stock to 580 million shares;
  • To approve (the pricing shareholder approval), for purposes of complying with sections 607(e) and 607(i) of the Toronto Stock Exchange (TSX) company manual, the issuance of shares at prices which may be less than the minimum price permitted under the rules of the TSX, in connection with certain financing transactions involving atai Life Sciences AG, previously disclosed by the company on Aug. 31, 2023, as further described in the proxy statement of the company dated Oct. 16, 2023;
  • To approve (the general shareholder approval), for purposes of complying with Section 607(g)(i) of the TSX company manual, the issuance of shares in excess of 24.99 per cent of the issued and outstanding shares in connection with the financing transactions, as further described in the proxy statement;
  • To approve (the insider shareholder approval), for purposes of complying with Section 607(g)(ii) of the TSX company manual, the issuance of shares to insiders of the company (as such term is defined in the policies of the TSX) in excess of 9.99 per cent of the issued and outstanding shares in connection with the financing transactions, as further described in the proxy statement; and
  • To approve the adjournment of the special meeting, if necessary, to continue to solicit votes in favour of the foregoing proposals.

IntelGenx wishes to inform that the company has been advised that the Autorite des marches financiers (AMF) considers the financing transactions are subject to the minority vote prescribed by Regulation 61-101, respecting Protection of Minority Security Holders in Special Transactions. Therefore, the affirmative vote of a majority of the votes cast at the special meeting, excluding the votes attached to the shares beneficially owned, directly or indirectly, by atai will effectively be required to approve the financing transactions. As explained in the proxy statement, the financing transactions are, by their terms, cross-conditional and require that the company obtain each of the pricing shareholder approval, the general shareholder approval and the insider shareholder approval.

Should the company fail to obtain any of these approvals: (i) at the request of the AMF, atai has undertaken not to exercise its rights to conversion of the principal outstanding under the loan agreement into shares, and to payment of interest accrued and outstanding under the second loan agreement in shares; (ii) the company would be proscribed to proceed with the portions of the financing transactions which have not already been completed, namely the call option and the subsequent atai subscription (each defined in the proxy statement); and (iii) the company would be deemed in default of its obligations under the loan amendment, the second loan agreement, the notes, the subscription agreement amendment and the warrants (each as defined in the proxy statement).

As set out in the proxy statement, the board of directors of IntelGenx believes the financing transactions are in the best interest of the company and unanimously recommends that the shareholders vote for all matters put to a vote at the special meeting.

Copies of the proxy statement and related documents are available at the comapny's website, on SEDAR+ under the company's profile and under the company's profile on EDGAR. The proxy statement contains important information, including a description of the financing transactions and of the matters put to a vote with respect to such financing transactions. IntelGenx strongly encourages all shareholders who would like to attend, participate and/or vote virtually on-line to carefully follow the procedures outlined in the proxy statement.

Shareholders who have questions regarding the financing transactions or require assistance with voting may contact the company's proxy solicitation agent, Innisfree M&A Inc., toll free at 877-800-5194.

About IntelGenx Technologies Corp.

IntelGenx is a leading drug delivery company focused on the development and manufacturing of pharmaceutical films.

IntelGenx's superior film technologies, including VersaFilm, DisinteQ, VetaFilm and transdermal VevaDerm, allow for next-generation pharmaceutical products that address unmet medical needs. IntelGenx's innovative product pipeline offers significant benefits to patients and physicians for many therapeutic conditions.

IntelGenx's highly skilled team provides comprehensive pharmaceuticals services to pharmaceutical partners, including R&D (research and development), analytical method development, clinical monitoring, IP (intellectual property) and regulatory services. IntelGenx's state-of-the-art manufacturing facility offers full service by providing lab-scale to pilot- and commercial-scale production.

We seek Safe Harbor.

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