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(All dollar amounts are in Canadian dollars unless otherwise indicated)
PERTH, Australia, Oct. 5, 2018 /CNW/ - LeadFX Inc. ("LeadFX" or the "Company") (TSX: LFX) is pleased to announce that today it obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the Company's proposed going-private transaction, to be completed via an arrangement (the "Arrangement") under a statutory plan of arrangement (the "Plan of Arrangement") pursuant to section 192 of the Canada Business Corporations Act.
Subject to obtaining the required approval from the Toronto Stock Exchange and the satisfaction or waiver of all conditions precedent set out in the Plan of Arrangement, the Arrangement is expected to close in November 2018.
The Arrangement will involve, among other things, a share consolidation on the basis of 5,000,000 pre-consolidation common shares of the Company (the "Common Shares") to one (1) post-consolidation Common Share. Shareholders of the Company who receive less than one (1) whole post-consolidation Common Share will have their fraction of a Common Share purchased by the Company at a price of $1.00 in cash (the "Cash Consideration") per each Common Share held by them immediately prior to the consolidation.
Following the date of closing, it is anticipated that InCoR Energy Materials Ltd., Sentient Executive GP III, Limited and Sentient Executive GP IV, Limited will hold all of the issued and outstanding post-consolidation Common Shares of the Company. In order to receive the Cash Consideration in exchange for their Common Shares, registered Shareholders must complete, sign, date and return the Letter of Transmittal that was mailed to each registered Shareholder. The Letter of Transmittal is also available (i) from LeadFX's depositary, Computershare Investor Services Inc., that can be contacted by telephone at: 1 (800) 564-6253 (North American Toll Free) / 1 (514) 564-7555 (Overseas) or by e-mail at: corporateactions@computershare.com or (ii) on SEDAR under the Company's profile at www.sedar.com.
Further details regarding the Arrangement can be found in the Company's Management Information Circular dated August 10, 2018 (the "Circular"), which includes the full text of the Plan of Arrangement, attached as Schedule B to the Circular. The Circular was mailed to the Shareholders on August 17, 2018 and is also available on SEDAR under the Company's profile at www.sedar.com.
Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws. Examples of forward-looking information in this news release includes but is not limited to statements and information concerning the expected timing for closing of the Arrangement, the Company's expectations and assumptions concerning time of receipt of required regulatory approvals and the satisfactory other conditions to the completion of the Arrangement. Forward-looking statements are often, but not always, identified by the use of words such as ''seek'', ''anticipate'', ''contemplate'', ''target'', ''believe'', ''plan'', ''estimate'', ''expect'', and ''intend'' and statements that an event or result ''may'', ''will'', ''can'', ''should'', ''could'' or ''might'' occur or be achieved and other similar expressions. Forward-looking information by its nature requires assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, and readers are cautioned not to place undue reliance on such information. These statements are based on expectations, estimates and projections as at the date of this news release and are subject to a number of risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this news release. These risk factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which is current only as of the date of this news release. All subsequent forward-looking information attributable to LeadFX herein is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. LeadFX does not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
SOURCE LeadFX Inc.