Glacier Media Inc. (“Glacier” or the “Company”) (TSX: GVC)
announced today that the TSX has accepted its notice of intention
to make a normal course issuer bid (the “
Bid”).
The notice provides that Glacier may, during the
twelve-month period commencing April 4, 2022 and ending April 3,
2023 purchase up to 5,300,000 common shares representing 10% of the
“public float” (as defined in the TSX Company Manual) as of the
date hereof (each a “Share”). Daily purchases of
Shares under the Bid will be limited to 20,016 Shares (which is
equal to 25% of the average daily trading volume of Glacier’s
common shares for the most recently completed six calendar months),
subject to certain exceptions. As at the date hereof, there are
132,755,559 common shares of Glacier issued and outstanding and
53,228,912 common shares estimated in the “public float”.
Glacier believes that its Shares are currently
trading, or due to market volatility, may trade, in a price range
that does not adequately reflect their underlying value based on
Glacier’s assets, business prospects and financial positon.
Accordingly, the purchase of Shares will increase the proportionate
Share interest of, and be advantageous to, all remaining
shareholders.
Purchases subject to the Bid will be carried out
pursuant to open market transactions through the facilities of the
TSX by CIBC Capital Markets Inc. on behalf of Glacier in accordance
with applicable regulatory requirements. All Shares purchased by
Glacier under the Bid will be returned to treasury and cancelled.
Glacier has not purchased any of its common shares within the last
12 months.
To the knowledge of the Company, no director,
senior officer or other insider of the Company currently intends to
sell any common shares under this Bid. However, sales by such
persons through the facilities of the TSX may occur if the personal
or corporate circumstances of any such person change or any such
person makes a decision unrelated to the Bid. The Company has
reserved the right to stop the Bid in the event market conditions
justify it.
Glacier also announces that in connection with
the Bid, it has entered into an Automatic Securities Purchase Plan
(“ASPP”) with a designated broker. The ASPP is
intended to allow for the purchase of Shares under the Bid when the
Company would ordinarily not be permitted to purchase shares due to
regulatory restrictions and customary self-imposed blackout
periods.
Pursuant to the ASPP, the Company has provided
instructions to the designated broker to make purchases under the
NCIB in accordance with the terms of the ASPP, which may not be
varied or suspended during the term of the ASPP. Such purchases
will be determined by the designated broker at its sole discretion
based on purchasing parameters set by the Company in accordance
with the rules of the TSX, applicable securities laws and the terms
of the ASPP. Shares will be purchased through the facilities of the
TSX. The ASPP has been pre-cleared by the TSX and will be
implemented on April 4, 2022, and if not terminated sooner based on
the terms of the ASPP, will end on April 3, 2023.
Outside of pre-determined blackout periods,
Shares may be purchased under the Bid based on management’s
discretion, in compliance with TSX rules and applicable securities
laws. All purchases made under the ASPP will be included in
computing the number of Shares purchased under the Bid.
About Glacier
Glacier Media Inc. is an information &
marketing solutions company pursuing growth in sectors where the
provision of essential information and related services provides
high customer utility and value. The Company’s products and
services are focused in two areas: 1) data, analytics and
intelligence; and 2) content & marketing solutions.
For further information please contact Mr. Orest
Smysnuik, Chief Financial Officer, at 604-708-3264.
Forward Looking Statements
This news release contains forward-looking
statements that relate to, among other things, the Company’s
objectives, goals, strategies, intentions, plans, beliefs,
expectations and estimates. These forward-looking statements
include, among other things, statements relating to the Company’s
expectations regarding its share price, assets, business prospects
proposed investments, revenues, expenses, cash flows and future
profitability and the effect of Glacier’s strategic initiatives,
including its expectations to grow its digital media business, to
develop and provide proprietary products and broaden marketing
services, to extend its audience and products, to increase its
scale, competitiveness and operating strength, and to maintain
lower debt levels. These forward looking statements are based on
certain assumptions, including continued economic growth and
recovery and the realization of cost savings in a timely manner and
in the expected amounts, and are subject to risks, uncertainties
and other factors which may cause results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements, and undue reliance should not be
placed on such statements.
The forward-looking statements made in this news
release relate only to events or information as of the date on
which the statements are made. Except as required by law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events.
Readers are cautioned not to place undue
reliance on forward-looking statements, as there can be no
assurance that the future circumstances, outcomes or results
anticipated or implied by such forward-looking statements will
occur or that plans, intentions or expectations upon which the
forward-looking statements are based will occur.
All forward-looking statements included in and
incorporated into this press release are qualified by these
cautionary statements. Unless otherwise indicated, the
forward-looking statements contained herein are made as of the date
of this press release, and except as required by applicable law,
the Company does not undertake any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Readers are cautioned that the actual results
achieved may vary from the information provided herein and that
such variations may be material. Consequently, there are no
representations by Glacier that actual results achieved will be the
same in whole or in part as those set out in the forward-looking
statements.
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