NORTH CHARLESTON, SC, April 25, 2016 /CNW/ - The Article 6 Marital Trust created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07 (the "Trust") announces that it entered into a settlement agreement with Titan Logix Corp. ("Titan") dated April 7, 2016 (the "Settlement Agreement"). Under the Settlement Agreement, the Trust will invest in Titan by subscribing for 2,307,692 common shares by way of private placement at a price of $0.65 (the "Trust Investment"). The Trust Investment is subject to Titan shareholder and TSX Venture Exchange (the "TSXV") approval.
The Trust currently holds 4,887,100 common shares, or approximately 19.05% of the issued and outstanding common shares of Titan. Under the terms of the Settlement Agreement which have not yet been fulfilled, the Trust is deemed to beneficially hold and will own on closing of the Settlement Agreement 7,194,792 common shares, or approximately 25.4% of the issued and outstanding common shares of Titan.
Under the terms of the Settlement Agreement, Trust shall have the right to nominate two members (the "Trust Nominees") of the Titan board (the "Trust Nomination Rights"). The Trust Nomination Rights will expire either at the date that is 60 days prior to the date of the 2018 annual general meeting (the "2018 AGM") or if the Trust does not contest management's director nominees for the 2018 AGM, immediately after the 2018 AGM. The Trust has agreed to support and vote in favour of management's director nominees until the date that is 60 days prior to the date of the 2018 AGM and agreed to a three year standstill that, among other things, prevents the Trust from increasing its holding in Titan above 30% during the term of the standstill.
Titan has agreed to and is in the process of calling a special meeting of shareholders of Titan, to be held on June 1, 2016, in order to: (i) fix the number of the board at seven; (ii) elect the two Trust Nominees, being Helen Cornett and S. Grant Reeves; and (iii) approve the Trust Investment.
The common shares of Titan were acquired for investment purposes. The Trust may acquire additional shares of Titan, subject to price and availability and the limit specified above. Anita G. Zucker is the trustee of the Trust. The detailed terms of the settlement can be found in the Settlement Agreement, a copy of which has been filed on SEDAR at www.sedar.com under Titan's profile.
SOURCE The Article 6 Marital Trust Created Under The Jerry Zucker Revocable Trust
For further information: Robert Johnston, 4838 Jenkins Avenue, North Charleston, South Carolina, 29405 USA, (843) 744-5174