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Softlab9 Technologies Announces Shareholder and Court Approval of Acquisition of CleanGo GreenGo Inc.

2021-02-25 12:56 ET - News Release

(via TheNewswire)


February 25, 2021 – TheNewswire - Vancouver, BC. - Softlab9 Technologies Inc. (CSE:SOFT ) ;   ( Frankfurt:APO2 ) ; ( OTC:SOFSF); (CNSX:SOFT.CN); (“ Softlab9 ” or the “ Company ”) is pleased to announce that at a special meeting of Softlab9's shareholders held on February 22, 2021 its shareholders have approved an ordinary resolution authorizing a “fundamental change” (as defined in the policies of the Canadian Securities Exchange (the “ CSE ”)) for the Company that will result from its acquisition of Clean Go Green Go Inc. (“ CGGG ”) pursuant to a plan of arrangement (the “ Arrangement ”), and a special resolution (the " Continuation Resolution ") authorizing the continuation of Softlab9 out of the province of British Columbia into the province of Alberta, conditional upon completion of the Arrangement. No Softlab9 shareholders exercised their statutory rights of dissent from the Continuation Resolution. On the same date, following the Softlab9 shareholder meeting, the CGGG shareholders met and approved a special resolution approving the Arrangement. Following receipt of both companies’ shareholders’ approval, CGGG obtained final approval for the Arrangement from the Court of Queen’s Bench of Alberta. Pursuant to the Arrangement, Softlab9 will acquire all of the issued and outstanding Class A common shares in the capital of CGGG (the " CGGG Shares ") and, in exchange, holders of CGGG Shares will receive .75 of one common share in the capital of Softlab9 (the " Softlab9 Shares ") for each CGGG Share held, and CGGG will become a wholly owned subsidiary of Softlab9. For additional information about CGGG and the Arrangement, please see Softlab9’s news releases disseminated on May 21, 2020, November 23, 2020, and February 4, 2021 and the joint information circular of Softlab9 and CGGG dated January 25, 2021 and filed under Softlab9’s profile on SEDAR.

Completion of the Arrangement remains subject to satisfaction of conditions to closing under the arrangement agreement between the parties governing the Arrangement, and to the approval of the CSE.

Listing Statement and Caution

Further details about the Arrangement and Softlab9 and CGGG post-Arrangement (the “ Combined Company ”) will be provided in a Form 2A listing statement (the “ Listing Statement ”) to be prepared and filed with the CSE in respect of the Arrangement. Investors are cautioned that, except as disclosed in the Listing Statement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.

Trading in Softlab9 Shares

Trading in the common shares of Softlab9 has been halted since November 2020 and will remain halted pending the approval of the Arrangement as a fundamental change by the CSE. CSE approval will be conditional upon the Combined Company meeting the listing criteria for a new listing.

On behalf of the Board,

Softlab9 Technologies Inc.

Rahim Mohamed, Chief Executive Officer

Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of CSE) accepts responsibility for the adequacy or accuracy of this release.

Certain statements made in this news release constitute “forward-looking information” within the meaning of applicable Canadian securities laws (“ forward-looking statements ”). Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information herein include state ments about completion of the Arrangement and approval of the CSE of the fundamental change and the listing of the Combined Company.

Forward-looking statements by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Softlab9 or the Combined Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. We have made certain assumptions about the forward-looking statements, including the completion of the Arrangement and the obtaining of CSE approval for listing of the Combined Company. Although our management believes that the assumptions underlying the forward-looking statements are reasonable, there can be no assurance that the forward-looking statements will prove to be accurate. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. These risks, uncertainties and other factors include uncertainty regarding Softlab9’s and CGGG’s abilities to satisfy the conditions to closing of the Arrangement, and the ability of the Combined Company to meeting listing criteria for listing on the CSE. Other risks facing the Combined Company will be discussed in the section entitled “Risk Factors” in the Listing Statement to be filed with the CSE and on SEDAR in respect of the Arrangement upon completion.

We can provide no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on the forward-looking statements or information contained herein. Except as required by law, we do not expect to update forward-looking statements and information as conditions change.

All forward looking statements and information contained in this news release are qualified by this cautionary statement.



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