Mr. Vince Sorace reports
UBERDOC HEALTH TECHNOLOGIES CORP. (FORMERLY SERRA ENERGY METALS CORP.) AND 1548043 B.C. LTD. ANNOUNCE COMPLETION OF SPIN-OUT BY PLAN OF ARRANGEMENT
Uberdoc Health Technologies Corp. (formerly Serra Energy Metals Corp.) and 1548403 B.C. Ltd. have completed the previously announced strategic reorganization of its business, which was originally announced Sept. 25, 2025. The company has spun out E79 Resources Pty. Ltd., which holds the Beaufort and Myrtleford properties in Australia, along with its equity interests in Advance Metals Ltd. and any cash derived from the sale of such interests, to 1548403 under the terms of the arrangement agreement dated Sept. 25, 2025. The shareholders of the company have received common shares of 1548043 in connection with the spinout. The company changed its name from Serra Energy Metals Corp. to Uberdoc Health Technologies Corp. immediately before closing the spinout to prepare for the amalgamation transaction with ROV Investment Partners Corp., which is expected to close March 13, 2026 (see the company's news releases dated May 1, 2025, Oct. 14, 2025, Feb. 10, 2026, and Feb. 13, 2026, and information in the circular (as defined below) for more information related to the amalgamation).
The spinout was completed by way of a statutory plan of arrangement pursuant to the Business Corporation Act (British Columbia). The company's shareholders approved the arrangement on Nov. 3, 2025, at the company's annual general and special meeting of shareholders and received final approval from the Supreme Court of British Columbia on Nov. 17, 2025. The arrangement became effective at 12:01 a.m. on March 12, 2026. In accordance with the arrangement, the company shareholders of record as at the close of trading on March 11, 2026, will receive, in exchange for each company common share held immediately prior to the effective time: (i) one new common share in the authorized capital of the company; and (ii) 0.05 of one common share in the authorized capital of 1548043. The shareholders currently own 100 per cent of the 6,511,113 new company shares and 100 per cent of the 1548403 shares, being 3,255,557 1548403 shares.
The new company shares will remain halted on the Canadian Securities Exchange pending completion of the amalgamation and the balance of the CSE filing requirements related to the amalgamation and the company's business postamalgamation. The amalgamation received CSE conditional approval on March 4, 2026.
The Cusip number/(international securities identification number) for the new company shares is 90356T107/CA90356T1075.
1548403 will not be listed on any stock exchange but will operate as a reporting issuer in British Columbia, Alberta and Ontario and will comply with its continuous disclosure obligations under applicable securities laws. The Cusip number/ISIN for the 1548043 shares is 68237N101/CA68237N1015.
Further information regarding the spinout and 1548403 is set out in company's information circular dated Sept. 26, 2025, which is filed under the company's SEDAR+ profile.
Odyssey Trust Company is the depositary in connection with the spinout and is the transfer agent for both the company and 1548043. Transmittal letters for the spinout were sent to registered shareholders of the company with the circular in the fall of 2025. Registered shareholders of the company should contact Odyssey Trust Company (corp.actions@odysseytrust.com or telephone 587-885-0960) if they have questions about the spinout and how to receive their new company shares and 1548043 shares. Shareholders who hold their common shares beneficially (through a brokerage account) will participate in the spinout automatically and receive new company shares and 1548043 shares automatically.
We seek Safe Harbor.
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