TORONTO, Jan. 27,
2025 /CNW/ - Genifi inc. (TSXV: GNFI) ("genifi" or
the "Company") announced today that its Board of Directors has
determined, after careful consideration of potential alternatives,
that it is in the best interests of the Company and its
shareholders to dissolve the Company and distribute out its assets
(the "Dissolution"). Notwithstanding the foregoing, until such time
as shareholder approval for the Dissolution is received, the
Company will continue to evaluate other opportunities that have the
potential of providing a return to its shareholders.
Shareholder Approval
The Board has called a special meeting of shareholders to be
held on March 21, 2025 (the
"Meeting"), at which time the shareholders will vote on a special
resolution regarding the voluntary dissolution of the Company in
accordance with the Canada Business Corporations Act.
Shareholder approval for the Dissolution will be sought and must be
approved by a special resolution of at least 66 2/3% of the votes
cast by shareholders present in person or by proxy at the
Meeting.
Notwithstanding the receipt of shareholder approval of the
Dissolution, the Board will retain the discretion not to proceed if
it determines that the Dissolution is no longer in the best
interests of the Company and its shareholders. For example, if,
prior to its Dissolution the Company receives an offer for a
transaction that will, in the view of the Board, provide value to
the shareholders, taking into account all factors that could affect
valuation, including timing and certainty of payment or closing,
proposed terms and other factors, the Dissolution could be
abandoned in favour of such a transaction.
Proxy materials, comprised of the notice of meeting, management
information circular (the "Circular") and instrument of proxy,
describing the proposed Dissolution of the Company will be mailed
out prior to the meeting. Shareholders of the Company are
encouraged to read the Circular as it will contain important
information about the reasons for the proposed Dissolution and the
Dissolution process. A copy of the Circular will be available at
www.sedarplus.ca after the proxy materials are mailed to the
shareholders in accordance with applicable laws.
Dissolution Process and Distribution
Upon receipt of required shareholder approvals and any required
regulatory approvals, it is expected that the Company will proceed
with the wind up of its business and affairs and the Company will
be dissolved in accordance with the Canada Business Corporations
Act.
It is expected that shareholders will receive the net proceeds
of the liquidation and distribution in one or more distribution
installments. The amount of the distributions will be
determined by the Board following review of the Company's tax and
other potential liabilities, and its then cash on hand.
The Company cautions investors that no distributions have been
declared by the Board at this time. Notwithstanding receipt of
shareholder approvals for the matters described above, the Board
may at any time determine that the Dissolution is not the best
alternative for maximizing shareholder value and decide not to
proceed to implement the proposed transactions.
Further details regarding the timing of and process of the
Dissolution will be included in the proxy materials.
TSXV Listing and Reporting Issuer Status
The common shares of the Company are currently listed on the TSX
Venture Exchange and the Company is a reporting issuer in the
provinces of Ontario, Alberta, British
Columbia and Saskatchewan.
If the requisite shareholder approval is received, it is expected
that the Company will take the appropriate steps to voluntarily
delist from the TSXV and following the Dissolution will submit the
certificate of dissolution to the applicable securities commissions
causing it to cease to be a reporting issuer.
About genifi inc.:
Further information on the Company can be found at
www.genifi.com.
Forward-Looking and Cautionary Statements
Certain information set out in this news release constitutes
forward-looking information. Forward looking statements are often,
but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "intend", "could", "might", "should", "believe" and similar
expressions. Specifically, and without limitation, this press
release contains forward-looking statements and information
relating to the preparation and mailing of the Circular and
associated proxy materials, the approval of matters to be presented
to shareholders at the Meeting and the Dissolution. Although genifi
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.
Readers are cautioned not to place undue reliance on
forward-looking statements included in this document, as there can
be no assurance that the plans, intentions or expectations upon
which the forward-looking statements are based will occur. By their
nature, forward-looking statements involve numerous assumptions,
known and unknown risks and uncertainties that contribute to the
possibility that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual
results in future periods to differ materially from any estimates
or projections of future performance or results expressed or
implied by such forward-looking statements. These risks and
uncertainties include, among other things, risk factors set forth
in genifi's Management's Discussion and Analysis for the period
ended September 30, 2024, a copy of
which is filed on SEDAR+ at www.sedarplus.ca. Readers are cautioned
that this list of risk factors should not be construed as
exhaustive. These statements are made as at the date hereof and
unless otherwise required by law, genifi does not intend, or assume
any obligation, to update these forward-looking statements.
Neither TSX Venture 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 release.
SOURCE genifi inc.