Montreal, Quebec–(Newsfile Corp. – October 19, 2021) – GOLO Mobile Inc., doing business as Usewalter (TSXV: WLTR) (“Usewalter” or the “Company”) announces that, further to press releases issued on August 10 and September 15, 2021, the Company held a special meeting (the “Meeting“) of shareholders (the “Shareholders“) on October 19, 2021. At the Meeting, Shareholders were asked to approve:
(i) a transaction (the “Transaction“) with an arm’s length party, N. Harris Computer Corporation (the “Purchaser“) pursuant to which the Company agreed to sell 100% of the issued and outstanding shares of GOLO Inc. and Walter Innovations Inc., two wholly owned subsidiaries of the Company, which sale includes the Company’s software platform, customer relationships and the Usewalter brand for an aggregate cash purchase price of $500,000, subject to certain adjustments, and the assumption by the Purchaser of certain of the Company’s premises lease obligations of approximately $400,000;
(ii) the voluntary dissolution and winding up of the Company (the “Dissolution“); and
(iii) the proposed delisting (the “Delisting“) of the Usewalter shares from the TSX Venture Exchange (the “TSXV“);
all as set out in greater detail in the proxy materials, comprised of the notice of meeting, management information circular mailed to the Shareholders.
The Transaction and the Dissolution were required to be approved by not less than 66 2/3% of the votes cast by Shareholders in person or by proxy. In addition, approval of the Dissolution was required to be received by a majority of the votes cast by the Shareholders, excluding those votes cast by persons who are to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as adopted by Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV. Approval of the Delisting was required to be approved by a majority of the votes cast by the Shareholders, excluding those votes cast by persons whose votes are to be excluded pursuant to Policy 2.9 – Trading Halts, Suspensions and Delisting of the TSXV.
The Transaction, the Dissolution and the Delisting were all approved by the requisite majorities as set out above.
Closing of the Transaction is expected to occur on or about October 21, 2021. Further updates on the completion of the Transaction, the Dissolution and Delisting will be provided at that time.
This news release may contain statements which constitute “forward-looking information” under applicable Canadian securities laws, including statements regarding plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities of the Company or with respect to the Transaction, the Dissolution, the Delisting and the likelihood that the Transaction will be consummated. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company or its management, may identify such forward-looking information. Investors are cautioned that any such forward-looking information is not a guarantee of future business activities and involves risks and uncertainties, and that the Company’s future business activities may differ materially from those in the forward-looking information as a result of various factors, including, but not limited to, fluctuations in market prices, risks relating to the terms of the Transaction, the inability of the parties to satisfy the conditions precedent for closing the Transaction, the ability of the Company to satisfy the Purchaser’s closing conditions, continued availability of capital and financing, the ultimate liquidation, Dissolution and Delisting of the Company and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.
For Further Information:
Peter Mazoff, Chief Executive Officer
5 Quarters Investor Relations, Inc.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) is responsible for the adequacy or accuracy of this press release.
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