Genifi Announces Special Meeting of Shareholders and Plan to Dissolve the Company

TORONTO, Jan. 27, 2025 /CNW/ - Genifi inc. (TSXV: GNFI) ("genifi" or the "Company") announced today that its Board of Directors has determined, after careful consideration of potential alternatives, that it is in the best interests of the Company and its shareholders to dissolve the Company and distribute out its assets (the "Dissolution"). Notwithstanding the foregoing, until such time as shareholder approval for the Dissolution is received, the Company will continue to evaluate other opportunities that have the potential of providing a return to its shareholders.

Shareholder Approval

The Board has called a special meeting of shareholders to be held on March 21, 2025 (the "Meeting"), at which time the shareholders will vote on a special resolution regarding the voluntary dissolution of the Company in accordance with the Canada Business Corporations Act. Shareholder approval for the Dissolution will be sought and must be approved by a special resolution of at least 66 2/3% of the votes cast by shareholders present in person or by proxy at the Meeting.

Notwithstanding the receipt of shareholder approval of the Dissolution, the Board will retain the discretion not to proceed if it determines that the Dissolution is no longer in the best interests of the Company and its shareholders. For example, if, prior to its Dissolution the Company receives an offer for a transaction that will, in the view of the Board, provide value to the shareholders, taking into account all factors that could affect valuation, including timing and certainty of payment or closing, proposed terms and other factors, the Dissolution could be abandoned in favour of such a transaction.

Proxy materials, comprised of the notice of meeting, management information circular (the "Circular") and instrument of proxy, describing the proposed Dissolution of the Company will be mailed out prior to the meeting. Shareholders of the Company are encouraged to read the Circular as it will contain important information about the reasons for the proposed Dissolution and the Dissolution process. A copy of the Circular will be available at www.sedarplus.ca after the proxy materials are mailed to the shareholders in accordance with applicable laws.

Dissolution Process and Distribution

Upon receipt of required shareholder approvals and any required regulatory approvals, it is expected that the Company will proceed with the wind up of its business and affairs and the Company will be dissolved in accordance with the Canada Business Corporations Act.

It is expected that shareholders will receive the net proceeds of the liquidation and distribution in one or more distribution installments.  The amount of the distributions will be determined by the Board following review of the Company's tax and other potential liabilities, and its then cash on hand.

The Company cautions investors that no distributions have been declared by the Board at this time. Notwithstanding receipt of shareholder approvals for the matters described above, the Board may at any time determine that the Dissolution is not the best alternative for maximizing shareholder value and decide not to proceed to implement the proposed transactions.

Further details regarding the timing of and process of the Dissolution will be included in the proxy materials.

TSXV Listing and Reporting Issuer Status

The common shares of the Company are currently listed on the TSX Venture Exchange and the Company is a reporting issuer in the provinces of Ontario, Alberta, British Columbia and Saskatchewan. If the requisite shareholder approval is received, it is expected that the Company will take the appropriate steps to voluntarily delist from the TSXV and following the Dissolution will submit the certificate of dissolution to the applicable securities commissions causing it to cease to be a reporting issuer.

About genifi inc.:

Further information on the Company can be found at www.genifi.com.

Forward-Looking and Cautionary Statements

Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Specifically, and without limitation, this press release contains forward-looking statements and information relating to the preparation and mailing of the Circular and associated proxy materials, the approval of matters to be presented to shareholders at the Meeting and the Dissolution. Although genifi believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct.

Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in genifi's Management's Discussion and Analysis for the period ended September 30, 2024, a copy of which is filed on SEDAR+ at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, genifi does not intend, or assume any obligation, to update these forward-looking statements.

Neither 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 release.

SOURCE genifi inc.

FOR FURTHER INFORMATION PLEASE CONTACT: GENIFI INC., Andrew Hilton, Chief Financial Officer, [email protected], 416-606-8833