Mr. Logan Anderson reports
MANADO RECEIVES CONDITIONAL TSX.V. APPROVAL AND INTERIM ORDER FOR INSURAGUEST INC. PLAN OF ARRANGEMENT AND MAILS INFORMATION CIRCULAR
Manado Gold Corp. has received conditional approval from the TSX Venture Exchange for a plan of arrangement and, on Sept. 26, 2019, received an interim order from the Supreme Court of British Columbia. Manado has mailed its management information circular in connection with its special meeting, which has been set for Nov. 29, 2019, at which the shareholders of Manado will consider the previously announced plan of arrangement. The arrangement is subject to Manado shareholder approval by resolution approved by not less than 66-2/3 per cent of votes cast by shareholders at the special meeting. Please see the company's news releases of Jan. 24, 2019, and July 18, 2019, for further information. Pursuant to the arrangement, a wholly owned subsidiary of Manado will acquire a 100-per-cent interest in InsuraGuest Inc., a Utah-based software-as-a-service company. The transaction will constitute a change of business for Manado, with Manado transitioning from the mining sector to the technology sector.
Completion of the arrangement is subject to a number of conditions:
Manado completing a 1:2 share consolidation (rollback);
Manado completing a private placement of 10 million units at 20 cents per unit; each unit comprises one postconsolidated common share and one-half of one warrant to purchase an additional postconsolidated common share at a price of 35 cents per share, for a period of 18 months from closing;
Shareholder approvals by both companies;
Regulatory approvals, including TSX Venture Exchange approval;
Manado obtaining a fairness opinion;
Supreme Court of British Columbia granting a final order approving the arrangement.
Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
We seek Safe Harbor.
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