CALGARY, AB / ACCESSWIRE / November 7, 2022 / Ginger Beef Corporation (the "Corporation") (TSXV:GB) announces that, further to its news release issued September 12, 2022, the shareholders of the Corporation at the special meeting of shareholders held on November 7, 2022, approved the amalgamation (the "Amalgamation") of the Corporation with Leung & Son Holdings Inc. ("Newco") to form the amalgamated corporation ("Amalco").
Under the terms of the Amalgamation, the common shares of the Corporation owned by Stanley Leung, Kahcheng Chua, James Leung, Debra Leung and 1360181 Alberta Corporation (the "Acquirors") will be exchanged for common shares of Amalco and the common shares of the Corporation not owned by the Acquirors will be exchanged for redeemable preferred Class A shares of Amalco which will then be immediately redeemed at a price of $0.25 per share.
The Amalgamation will constitute a "business combination" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Amalgamation was approved by 98.27% of the votes cast by all of the shareholders of the Corporation and by 85.68% of the votes cast by the majority of the minority shareholders, as defined in MI 61-101.
The closing of the Amalgamation is subject to the satisfaction of a number of conditions precedent customary for transactions of this nature.
The Amalgamation will result in the Corporation being taken private and delisted from the TSX Venture Exchange. The Corporation will concurrently make an application to the securities regulatory authorities for an order that the Corporation will no longer be a reporting issuer under applicable Canadian securities laws.
The Amalgamation is more fully described in the management information circular of Ginger Beef dated October 6, 2022 which is available on Ginger Beef's SEDAR profile at www.sedar.com.
For further information please contact:
Gilbert Leung
Ginger Beef Corporation
403-272-8088 ext. 101
gilbert.leung@gingerbeef.com
Neither the TSX Venture Exchange nor its Regulations 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.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Forward-looking statements or information contained in this news release are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Amalco disclaims any intent or obligation to update forward-looking statements or information except as required by law.
SOURCE: Ginger Beef Corporation
View source version on accesswire.com:https://www.accesswire.com/724462/Shareholders-Approval-of-Amalgamation
