Toronto, Ontario–(Newsfile Corp. – July 8, 2021) – Jaguar Financial Corporation (TSXV: JFC.H) (the “Company” or “Jaguar“) is pleased to announce the filing of its management information circular dated June 28, 2021 (the “Circular“) and related meeting materials in connection with the annual general and special meeting of shareholders of the Company (the “Shareholders“) scheduled to be held at the offices of the Company at 1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9 at 10:00 a.m. (Toronto time) on Monday, August 9, 2021 (the “Meeting“). The Company’s board of directors (the “Board“) has set June 28, 2021 as the record date for determining the Shareholders entitled to receive notice and vote at the Meeting.
In addition to the required annual approvals pursuant to the Business Corporations Act (Ontario) and the TSX Venture Exchange (the “TSXV“), including (i) the election of the Board; (ii) the appointment of the Company’s auditor for the ensuing year; and (iii) the re-approval of the Company’s stock option plan (the “Option Plan“) for the ensuing year, the Company will seek Shareholder approval for the following (collectively, the “Meeting Resolutions“):
fixing the number of directors on the Board at three (3);
setting the number of directors on the Board from time to time within the minimum and maximum number of directors set forth in the articles of the Company, in accordance with Section 125(3) of the Business Corporations Act (Ontario) provided that the total number of directors so set may not exceed one-third of the number of directors elected at the previous annual general meeting of Shareholders;
delisting of the common shares of the Company (the “Common Shares“) from the TSXV, as more particularly described in the Circular;
amending the Company’s articles of incorporation to change the name of the Company to a name determined by the Board in its sole discretion, as more particularly described in the Circular;
approving the continuance of the Company from the Business Corporations Act (Ontario) to the Business Corporations Act (British Columbia) including the adoption of new articles and notice of articles, as more particularly described in the Circular;
approving the repricing of 1,010,039 previously granted stock options (each an “Option“) issued to insiders of the Company (the “Repricing“) under the Option Plan to a new exercise price of $0.125 or such greater price as may be required by the TSXV. The Repricing is intended to align the exercise price of the Options with the current market pricing of the Common Shares. The Repricing is subject to TSXV approval and the approval of the Company’s disinterested Shareholders pursuant to TSXV Policy 4.4 – Incentive Stock Options. Further details of the Repricing are included in the Circular; and
to transact such other business as may be properly brought before the Meeting.
The Company has elected to use the notice-and-access (“Notice-and-Access“) provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to distribute Meeting materials to Shareholders. Notice-and-Access is a set of rules that allow issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies to Shareholders. Shareholders have the right to request hard copies of any proxy-related materials posted online by the Company under Notice-and-Access.
Meeting materials, including the Circular, will be available under the Company’s profile at www.sedar.com and https://docs.tsxtrust.com/2037 by July 8, 2021. The Company will provide to any Shareholder, upon request to TSX Trust Company (“TSX Trust“), the Company’s transfer agent, a paper copy of the Circular and the audited financial statements of the Company for the financial year ended December 31, 2020 and 2019 or management’s discussion and analysis of the Company filed with the applicable securities regulatory authorities during the past year. In order to allow reasonable time for requesting Shareholders to receive and review a paper copy of the Circular or other document prior to the proxy deadline (as specified below), any Shareholder who wishes to receive paper copies of any of the Meeting materials should submit their written request to TSX Trust by July 19, 2021.
The deadline for returning proxies for the Meeting is Thursday August 5, 2021 at 10:00 a.m. (Toronto time). Voting results for the items to be considered by the Shareholders of Jaguar at the Meeting will be announced after the Meeting and posted on SEDAR.
This announcement is for informational purposes only and does not constitute a solicitation or a proxy.
About Jaguar Financial Corporation
Jaguar is a Canadian merchant bank generally investing in companies Jaguar determines to be undervalued, overlooked and underappreciated. The investments made are usually event-driven, for example, where an investment is made in a company that is the subject of a takeover bid or where some other change is initiated by a third party or a shareholder of the subject company. Jaguar’s objective is to assist management of the undervalued company to create value that the market is missing.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
For Additional Information:
Chief Executive Officer, Chief Financial Officer and Director
Forward-Looking and Other Cautionary Statements
This news release contains “forward-looking information” which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved. Such forward-looking information includes, among other things, information regarding: expectations regarding the approval of all or some of the Meeting Resolutions and the effect they will have on the business and operations of the Company; the ability of the Company to successfully achieve its business objectives; and expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the Shareholders, TSXV and/or governmental authorities may not approve all of some of the applicable Meeting Resolutions; the potential impact of the announcement or consummation of the Meeting Resolutions on relationships with regulatory bodies and investors; and changes in general economic, business and political conditions, including changes in the financial markets caused by the COVID-19 pandemic. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.
This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including but not limited to, the Company’s audited financial statements and related management’s discussion and analysis for the financial year ended December 31, 2020 and 2019 filed with the securities regulatory authorities in certain provinces of Canada and available under the Company’s profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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