Cuspis Capital Corp. Announces Results of Annual General and Special Meeting

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Toronto, Ontario–(Newsfile Corp. – March 19, 2021) –  CUSPIS CAPITAL CORP. (the “Company“) (TSXV: CUSP.P) is pleased to announce the results of its annual general and special meeting of shareholders held on March 9, 2021 (the “Meeting“).

As of the January 18, 2021, which was the record date for the Meeting, there were 15,000,000 common shares of the Company outstanding and entitled to vote at the Meeting. Of this amount, there were 5,359,215 common shares represented in person or by proxy at the Meeting, representing 35.73% of the total issued and outstanding common shares.

1. Election of Directors. Each of the nominees were elected as directors to serve until the next annual meeting of shareholders, or until their respective successors are elected or appointed.

The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:

Nominee For Withheld
Actual Percentage Actual Percentage
William Ollerhead 5,279,215 99.16% 45,000 0.84%
Grant McCutcheon 5,279,215 99.16% 45,000 0.84%
Jack Schoenmakers 5,324,215 100.00% 0 0.00%
C. Fraser Elliott 5,324,215 100.00% 0 0.00%

 

2. Appointment of UHY McGovern Hurley LLP. The Company’s shareholders approved the appointment of UHY McGovern Hurley LLP as auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company, at such remuneration as may be fixed by the directors of the Company. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment of UHY McGovern Hurley LLP:

For Withheld
Actual Percentage Actual Percentage
5,304,215 99.62% 20,000 0.38%

 

3. Arrangement Agreement. The Company’s shareholders, by special resolution, approved the Arrangement Resolution, being the resolution as set forth in Schedule “A” to the management’s information circular of the Company dated February 4, 2021 (“Circular“), which sets out approval of the Arrangement under Section 182 of the Business Corporations Act (Ontario) pursuant to the terms of the Plan of Arrangement and the Arrangement Agreement. For further information please refer to the Arrangement Agreement and the Plan of Arrangement attached to the Circular as Schedule “C”, available at the Company’s profile on SEDAR at www.sedar.com. The following table sets forth the vote of the shareholders at the Meeting with respect to the approval of the Arrangement Resolution:

For Against
Actual Percentage Actual Percentage
5,324,215 100.00% 0 0.00%

 

4. Delisting of the Company’s Common Shares from the Exchange. The Company’s shareholders approved a resolution authorizing the Company to make application to the Exchange to de-list its common shares, in accordance with the terms of the Arrangement Agreement and as part of the Plan of Arrangement. Only disinterested shareholders were permitted to vote on this resolution. The following table sets forth the vote of the disinterested shareholders at the Meeting with respect to the applicable resolution:

For Against
Actual Percentage Actual Percentage
1,649,215 100.00% 0 0.00%

 

5. CPC Policy Update – Removal of 24 Month Restriction. The Company’s shareholders approved a resolution removing the applicability of section 14.13 of Exchange Policy 2.4 to reflect the Exchange’s recent updates to such Policy, thereby removing the requirement of the Company to complete a Qualifying Transaction within 24 months of its date of listing on the Exchange, and removing the associated consequences of not completing such requirement. Only disinterested shareholders were permitted to vote on this resolution. The following table sets forth the vote of the disinterested shareholders at the Meeting with respect to the applicable resolution:

For Against
Actual Percentage Actual Percentage
1,649,215 100.00% 0 0.00%

 

6. CPC Policy Update – Escrow Amendments. The Company’s shareholders approved a resolution which permitted the Company to seek amendments to the Company’s CPC escrow agreement dated February 11, 2019 (the “Escrow Agreement“) which included: (a) escrowed securities to be subject to an 18 month escrow release schedule, instead of the current 36 month escrow release schedule; (b) all incentive stock options (the “Options“) granted prior to the date the Exchange issues a final bulletin for the Qualifying Transaction (the “Final QT Exchange Bulletin“) to be released from escrow on the date of the Final QT Exchange Bulletin; and (c) all common shares issued upon exercise of any Options prior to the date of the Final QT Exchange to be released from escrow in accordance with the 18 month escrow release schedule. Only disinterested shareholders were permitted to vote on this resolution. The following table sets forth the vote of the disinterested shareholders at the Meeting with respect to the applicable resolution:

For Against
Actual Percentage Actual Percentage
899,215 100.00% 0 0.00%

 

7. Stock Option Plan. The Company’s shareholders approved the Company’s current stock option plan, in accordance with the requirements of the Exchange to approve such plans on an annual basis. Only disinterested shareholders were permitted to vote on this resolution. The following table sets forth the vote of the disinterested shareholders at the Meeting with respect to the applicable resolution:

For Against
Actual Percentage Actual Percentage
1,649,215 100.00% 0 0.00%

 

For further information:

William Ollerhead
Cuspis Capital Ltd.

Will@CuspisCapital.com
Tel. (416) 214-4810

Forward-Looking Information

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: amending the Escrow Agreement, Exchange final approval of the matters described herein; 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. 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, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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