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EDMONTON, Dec. 9, 2016 /CNW/ - (TSX Venture: ESE) – ESTec Systems Corp. ("ESTec" or the "Company") is pleased to announce that the Company's shareholders passed all resolutions presented at the Company's annual general and special meeting (the "Meeting") held on December 9, 2016, including the re-election of the board of directors, the re-appointment of the Company's auditors, and the approval of the proposed amalgamation (the "Amalgamation") of the Company with 2000285 Alberta Ltd., a corporation owned directly by 2000067 Alberta Ltd. and indirectly by Anthony B. Nelson. The resolution regarding the Company's stock option plan contained in the Company's information circular dated November 9, 2016 was not proposed at the Meeting as management determined not to continue with the stock option plan.
A total of 7,652,327 common shares of the Company ("Common Shares") or 72.85% of the total issued and outstanding Common Shares were represented at the Meeting. The resolution to approve the Amalgamation and related matters (the "Amalgamation Resolution") was approved as a special resolution by 100% of all of the votes cast at the Meeting (including the votes cast by Anthony B. Nelson and other interested shareholders acting jointly and in concert with Anthony B. Nelson (collectively, the "Interested Group")). With the votes cast by the Interested Group removed from the vote count, 100% of the shares voted at the Meeting were voted in favour of the Amalgamation Resolution.
The Company anticipates closing of the Amalgamation to occur on or about December 13, 2016. Following completion of the Amalgamation, it is anticipated that the Common Shares will be de-listed from the TSX Venture Exchange and the Company will apply to the applicable securities commissions to cease to be a reporting issuer.
Forward-Looking Statements: This news release contains certain forward-looking statements, including but not limited to, the Amalgamation, the anticipated date of closing the Amalgamation, the expectation that the Common Shares will be delisted following the closing of the Amalgamation and the expectation that Company will apply to cease to be a reporting issuer following the closing of the Amalgamation, which forward-looking statements involve substantial known and unknown risks, uncertainties and assumptions, certain of which are beyond the Company's control. Such risks, uncertainties and assumptions include, without limitation, those associated with regulatory approvals and other conditions of the Amalgamation, and those generally associated with changes capital markets and general economic conditions, and other risks, uncertainties and assumptions. Without limiting the foregoing, the words "believe", "expect", "anticipate", "intend", "estimate", "plan" and similar expressions identify forward-looking statements. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company or its shareholders will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the Company's operations and financial results are included in reports, including the Company's Management Discussion and Analysis for the year ended June 30, 2016 and the quarters ended September 30, 2016 and 2015, on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). All subsequent forward looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release is not for dissemination in the United States or to U.S. persons.
SOURCE ESTec Systems Corp.
For further information: ESTec Systems Corp., Mark A. Bamford, Chief Financial Officer, (780) 483-7120, Fax: (780) 489-9557, Email: [email protected]