TORONTO, Dec. 14, 2018 /CNW/ - Intrinsic4D Inc. (the "Company") (NEX:IFD.H) announces its intention to proceed with a consolidation of its issued and outstanding voting common shares, subject to receipt of shareholder approval at a special meeting of shareholders to be held on January 8, 2019 (the "Shareholders Meeting"). There are currently 101,899,668 voting common shares issued and outstanding. Shareholders will receive one (1) post-consolidation voting common share for up to thirty (30) pre-consolidation voting common shares held by them, with the final ratio to be selected by the Board of Directors in its sole discretion. On a post-consolidated basis, the Company anticipates that there will be approximately 3,396,655 post-consolidation voting common shares of the Company issued and outstanding, depending on the consolidation ratio chosen. The Company's CUSIP and ISIN numbers will change upon completion of the consolidation.
The Board of Directors of the Company believes that the consolidation of shares and name change will enhance the company's ability to seek and attract additional funding and to pursue strategic transactions and other growth opportunities.
In connection with the consolidation, the Company is proposing a name change to Must Capital Inc. The consolidation and name change are subject to shareholder approval at the Shareholder Meeting in addition to the approval of the NEX trading board of the TSX Venture Exchange ("TSXV"). Notwithstanding shareholder approval, the Board of Directors may, in their sole discretion, revoke the resolutions approving the share consolidation and change of corporate name at any time prior to their implementation.
At the special meeting, the Company is also proposing an amendment to its articles to (i) delete the Class B Restricted Voting Shares from its share capital, and (ii) revise the terms of the voting common shares issued by the Company in their entirety and re-designate the class of voting common shares as the common shares of the Company. There are currently no Class B Restricted Voting Shares issued and outstanding.
The amendment to the articles is subject to shareholder approval in addition to the approval of the TSX Venture Exchange. If the amendment to the articles receives shareholder and TSXV approval, the Company proposes to consolidate the post-amendment common shares on the same terms outlined above for the consolidation of the pre-amendment voting common shares. Notwithstanding shareholder approval, the Board of Directors may, in its sole discretion, revoke the resolution approving the amendment to the articles at any time prior to its implementation.
Shareholders of record on November 30, 2018 are entitled to vote at the Shareholder Meeting and will receive management's information circular and related materials. These materials are also available under the Company's profile at www.sedar.com.
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including the closing of the transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including the Company receiving final approval of the transactions from the NEX trading board of the TSX Venture Exchange. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
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.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
SOURCE Intrinsic4D Inc.
For further information: Intrinsic4D Inc., Michele (Mike) Marrandino, President and Chief Executive Officer, Telephone #: (416) 368-5049