TORONTO, Sept. 04, 2025 (GLOBE NEWSWIRE) -- McChip Resources Inc ("McChip" or the "Company") (TSX-V:MCS-X) today announces that the Board of Directors of the Company (the "Board") have determined, after careful consideration of the potential alternatives, that it is in the best interest of the Company and its shareholders to distribute cash and assets to its shareholders and, subsequently, seek strategic alternatives to further maximize shareholder value.
Over the past several months, the Company has liquidated a majority of its assets, comprised mostly of liquid securities of other public companies. It currently holds approximately $11,200,000 in cash and certain shares in other public companies (the "Securities Holdings"). It intends to distribute all or a portion of its cash and the Securities Holdings to its shareholders by way of dividend and/or a return of capital (collectively, the "Distributions") after payment of its outstanding liabilities and professional fees and administrative expenses expected to be incurred in connection with the Distributions, currently estimated at approximately $700,000.
The amounts and nature of the Distributions, including relevant dates, will be disclosed in a subsequent press release once determined. The Distributions remain subject to approval of the TSX Venture Exchange (the "Exchange").
Shareholder Approval
The Board has called a special meeting of shareholders to be held on October 1, 2025 (the "Meeting"), at which time the shareholders will vote on a special resolution to distribute up to $5,200,000 by way of a reduction in stated capital pursuant to section 34(1)(b) of the Business Corporations Act (Ontario) (the "Reduction in Stated Capital"). Based on the number of issued and outstanding Common Shares as of the date hereof, holders of Common Shares as of the close of business on a date to be determined by the Board are expected to receive C$0.0.91066 per Common Share pursuant to the Return of Capital, provided the Board may determine a lesser payment amount.
Further details on the Reduction in Stated Capital will be included in the management information circular of the Company pertaining to the Meeting and which is expected to be mailed to Shareholders and made available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca on or around September 4, 2025. Shareholders of the Company are encouraged to read the management information circular as it will contain important information about the Reduction in Stated Capital. Approval of the Reduction in Stated Capital will require the approval by at least two-thirds of the votes cast at the Meeting. The Board is unanimously recommending that shareholders vote in favour of the Reduction in Stated Capital. Completion of the Reduction in Stated is subject to certain conditions, including but not limited to the receipt of all necessary shareholder and regulatory approvals, including the approval of the Exchange.
Notwithstanding the receipt of shareholder approval of the Reduction in Stated Capital, the Board will retain the discretion not to proceed with the Reduction of the Stated Capital and the Distributions if they are no longer in the best interests of the Company and its shareholders.
For further information contact: Edward G. Dumond
Corporate Secretary
289-231-4765
McChip Resources Inc
Neither the TSX 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.
Certain statements in this news release constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information contained in forward-looking statements can be identified by the use of words such as "are expected", "is forecast", "is targeted", "approximately", "plans", "anticipates", "projects", "continue", "estimate", "believe" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. This news release contains forward-looking information regarding: whether Company completes the Reduction in Stated Capital, any Distributions or any strategic alternatives; the ultimate quantum and timing of the Reduction in Stated Capital and Distributions; approval of the shareholders of the Reduction in Stated Capital; approval of the Exchange of the Distributions; effects of such transactions or the ability of the Company to successfully achieve business objectives, including the effects of unexpected costs, liabilities or delays, and if the transactions are completed. Forward-looking information involves a number of known and unknown risks and uncertainties, which, if incorrect, may cause actual results to differ materially from those anticipated by the Company. Although the Company 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. Accordingly, readers should not place undue reliance on forward-looking information.
For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company's most recent management's discussion and analysis, as well as other public disclosure documents that can be accessed under the issuer profile of "McChip Resources Inc" on SEDAR at www.sedarplus.com. The forward-looking information set forth herein reflects the Company's reasonable expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. The forward- looking information contained in this news release is expressly qualified by this cautionary statement.
