Toronto, Ontario–(Newsfile Corp. – March 3, 2021) – Cuspis Capital Ltd. (TSXV: CUSP.P) (“Cuspis“, or the “Company“) would like to remind its shareholders of the Company’s upcoming scheduled annual and special meeting (the “Meeting“) to be held on Tuesday, March 9, 2021 at 10:00 a.m. (Toronto time), telephonically. In connection with the Meeting, Cuspis has mailed its management proxy circular dated February 4, 2021 (the “Circular“) to its shareholders.
The Company looks forward to shareholders’ participation and voting on the business to be conducted at the Meeting, pursuant to which the shareholders will be asked to approve, among other things, certain matters for the Company to complete its previously announced Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange) with Graphene Manufacturing Group Pty. Ltd. (“GMG“).
As described in the Company’s previous press releases (August 19 and 31, 2020, November 1 and 4, 2020, December 22, 2020, and February 5, 2021), and in more detail in the Circular, the completion of the Qualifying Transaction will result in, among other things, the holders of the common shares of Cuspis (the “Cuspis Shares“) exchanging their Cuspis Shares for ordinary shares in the capital of GMG (the “GMG Shares“), through the completion of a statutory plan of arrangement (the “Arrangement“). In the process, Cuspis will become a subsidiary of GMG, the Cuspis Shares will delist from the TSX Venture Exchange (the “TSXV“) and the GMG Shares will be listed on the TSXV. For the transaction to proceed as planned, and in order to receive GMG Shares, the shareholders of Cuspis will be asked to approve, among other things, the Arrangement and the delisting of Cuspis’ shares at the Meeting
Your vote is important. Regardless of the number of Cuspis Shares held, we encourage every one of our shareholders to participate. To be effective, proxies must be voted in advance of the meeting and, in the case of non-registered or beneficial shareholders, no later than 10:00 a.m. (Toronto Time) on Friday, March 5th, 2021. Shareholders may attend the virtual meeting by dialing into the following numbers:
- Toll Free -North America (+1) 888 886 7786
- Australia – 1800 076 068)
For further details, please refer to the Circular, filed February 16, 2021 on SEDAR under the Company’s profile at www.sedar.com.
The Company is also pleased to report that the Qualifying Transaction with GMG is proceeding, with the Company’s legal counsel having submitted draft documentation for review with the appropriate securities regulators, and the interim court order for the Arrangement having been obtained. GMG’s $1.5 million subscription receipts financing (as announced on February 5, 2021) has been oversubscribed, and the issue size increased to $2 million. The tentative closing date for this financing has been set for on or about March 10, 2021. The Company looks forward to providing further updates on its Qualifying Transaction as they become available.
In accordance with the policies of the TSXV, the Cuspis Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Qualifying Transaction.
The TSXV has in no way passed upon the merits of the Qualifying Transaction, and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
William Ollerhead, CEO
Cuspis Capital Ltd.
Tel. (416) 214-4810
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: completion of the QT and its related transactions, completion of the Meeting, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals for the QT and its related transactions, as applicable. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Cuspis assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
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