TORONTO, May 17, 2021 /CNW/ - OV2 Investment 1 Inc. (the
"Corporation") (TSXV: OVO.P), is pleased to announce that it
will hold an annual and special meeting of its shareholders (the
"Meeting") on June 17,
2021.
At the Meeting, among other things, shareholders will be asked
to approve certain matters related to its previously announced
qualifying transaction (the "QT") with EasTower Group, Inc.,
including:
- a proposed consolidation of the Corporation's common shares on
the basis of 0.79730908 of a post consolidation common share for
every one pre-consolidation common share;
- the continuance of the Corporation from the Canada Business
Corporations Act to the Business Corporations Act
(British Columbia);
- a proposed change in the Corporation's name to "Eastower Group
Holdings Inc.";
- the adoption of a new omnibus equity incentive plan; and
- the payment of a finder's fee to certain non-arm's length
parties of the Corporation (as described in further detail in the
Corporation's press release of April 29,
2021), as now permitted with disinterested shareholder
approval under the New CPC Policy (as defined below).
In addition, due to changes recently announced by the TSX
Venture Exchange (the "Exchange") to its Capital Pool
Company program and changes to the Exchange's Policy 2.4 – Capital
Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy"),
the Corporation intends, subject to the receipt of all required
Exchange and shareholder approvals, to implement the following
amendments to further align its policies with the New CPC
Policy:
- remove the consequences of the Corporation failing to complete
a QT within 24 months of the Corporation's date of listing on the
Exchange (the "Listing Date"); and
- amend the escrow release conditions and certain other
provisions of the Corporation's escrow agreement dated July 14, 2017 (the "Escrow
Agreement").
Each of the foregoing matters will be described in further
detail in the management information circular that will be mailed
to shareholders in advance of the Meeting (the "Circular").
The Circular will also be available for review under the
Corporation's SEDAR profile (www.sedar.com). A brief summary of the
proposed removal of the consequences of the Corporation failing to
complete a QT within 24 months of the Listing Date and of the
proposed amendments to the Escrow Agreement is also set out
below.
Removal of the Consequences of Failing to Complete a QT
within 24 Months of the Listing Date
Currently, under the Exchange's Policy 2.4 – Capital Pool
Companies (as at June 14, 2010) (the
"Former Policy") there are certain consequences if a QT is
not completed within 24 months of the Listing Date. These
consequences include a potential for shares to be delisted or
suspended, or, subject to the approval of the majority of the
Corporation's shareholders, transferring Shares to list on the NEX
and cancelling certain seed shares. The New CPC Policy has removed
these consequences assuming disinterested shareholder approval is
obtained. The Corporation intends to ask disinterested shareholders
to approve the removal of such consequences at the Meeting, as it
believes that this will afford the Corporation greater flexibility
to complete a QT that is beneficial to all interested
parties.
Amendments to the Escrow Agreement
The Corporation intends to ask disinterested shareholders to
approve certain amendments to the Escrow Agreement, including
allowing the Corporation's escrowed securities to be subject to an
18 month escrow release schedule as detailed in the New CPC Policy,
rather than the current 36 month escrow release schedule in the
Former Policy. In addition, the Company wishes to amend the Escrow
Agreement such that all options granted prior to the date the
Exchange issues a final bulletin for the QT ("Final QT Exchange
Bulletin") and all shares that were issued upon exercise of
such options prior to the date of the Final QT Exchange Bulletin
will be released from escrow on the date of the Final QT Exchange
Bulletin, other than options that (a) were granted prior to the IPO
with an exercise price that is less than the issue price of the
shares issued in the IPO and (b) any shares that were issued
pursuant to the exercise of such options, which will be released
from escrow in accordance with the 18 month escrow release schedule
as detailed in the New CPC Policy.
For further details regarding the Corporation's proposed QT with
EasTower, please refer to its press release dated April 29, 2021.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS
IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO SELL ANY
OF THE SECURITIES DESCRIBED HEREIN IN THE
UNITED STATES, THESE SECURITIES HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward Looking Information
Statements in this press release regarding the QT, which are
not historical facts, are "forward-looking statements" that involve
risks and uncertainties. Since forward-looking statements address
future events and conditions, by their very nature, they involve
inherent risks and uncertainties. Actual results in each case could
differ materially from those currently anticipated in such
statements.
Completion of the QT is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to Exchange Requirements, majority of the minority
shareholder approval. Where applicable, the QT cannot close until
the requirement shareholder approval is obtained. There can be no
assurance that the QT will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the QT, any information released or received
with respect to the QT may not be accurate or complete and should
not be relied upon. Trading in the securities of a capital pool
company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved not
disapproved the contents of this press release.
SOURCE OV2 Investment 1 Inc.