VANCOUVER, BC, June 14, 2023 /CNW/ - Thinkific Labs Inc. ("Thinkific" or the "Company") (TSX: THNC) today announced that its Chief Executive Officer, Greg Smith, established an automatic securities disposition plan ("ASDP") in accordance with applicable Canadian securities legislation and the Company's internal policies. The ASDP has been established by Mr. Smith for personal and financial planning purposes and does not reflect Mr. Smith's views on the future prospects of the Company. Mr. Smith will continue to hold a significant equity interest in the Company following the sale of shares under the ASDP.
The ASDP permits trades to be made in accordance with pre-arranged instructions given when Mr. Smith was not in possession of any material undisclosed information. The ASDP will be effective on the second trading day following the date on which the Company has filed its interim financial statements for the quarter ending June 30, 2023 (the "Effective Date") and sales of the subordinate voting shares (the "Subordinate Voting Shares") under the ASDP may only commence on the Effective Date.
Up to 400,000 Subordinate Voting Shares, representing approximately 0.4965% of the issued and outstanding Subordinate Voting Shares and multiple voting shares of the Company (the "Multiple Voting Shares"), may be sold under the ASDP implemented by Mr. Smith. All such Subordinate Voting Shares would be issued upon the conversion of up to 400,000 Multiple Voting Shares held by Mr. Smith in accordance with the Articles of the Company. Mr. Smith currently owns over 25 million Multiple Voting Shares of Thinkific. The ASDP is designed to allow for an orderly disposition of the Subordinate Voting Shares at prevailing market prices over the course of the 12-month period.
Mr. Smith has provided pre-arranged instructions in writing to the independent agent administering the ASDP, including the number of securities to be sold and setting out minimum trade prices. The ASDP prohibits the agent administering the ASDP from consulting with Mr. Smith regarding any sales under the ASDP and prohibits Mr. Smith from disclosing to the agent any information concerning the Company that might influence the execution of the ASDP. The ASDP has been authorized and established in the form approved by the Company and contains meaningful restrictions on the ability of Mr. Smith to amend, suspend or terminate the ASDP.
The British Columbia Securities Commission issued a decision document dated June 8, 2023, exempting Mr. Smith from the prospectus requirement under Canadian securities legislation with respect to sales of Subordinate Voting Shares under the ASDP. In accordance with the conditions set forth in such decision document, Mr. Smith will file on the date hereof a Form 45-102F1 (Notice of Intention to Distribute Securities under Section 2.8 of National Instrument 45-102 Resale of Securities) on SEDAR.
This announcement is made and will be available on SEDAR at www.SEDAR.ca pursuant to the recommended practices set forth in Staff Notice 55-317 Automatic Securities Disposition Plans of the Canadian Securities Administrators. Information regarding the ASDP and transactions thereunder, as the case may be, may be accessed on SEDI at www.sedi.ca.
Thinkific (TSX: THNC) makes it simple for entrepreneurs and established businesses of any size to scale and generate revenue by teaching what they know. Our Platform gives businesses everything they need to build, market, and sell online courses and other learning products, and to run their business seamlessly under their own brand, on their own site. Thinkific's 50,000+ active creators earn hundreds of millions of dollars in direct course sales while teaching tens of millions of students. Thinkific is headquartered in Vancouver, Canada, with a distributed and growing team.
For more information, please visit www.thinkific.com.
This news release includes forward-looking statements and forward–looking information within the meaning of applicable securities laws ("forward-looking statements"). Often, but not always, forward–looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements in this news release include statements regarding Mr. Smith's continued equity holdings, the Effective Date of the ASDP and the number shares that may be sold under the ASDP. Such statements and information are based on the current expectations of Thinkific's management and are based on assumptions and subject to risks and uncertainties. Although Thinkific's management believes that the assumptions underlying these statements and information are reasonable, they may prove to be incorrect. Except as required by applicable securities laws, forward–looking statements and information speak only as of the date on which they are made and Thinkific undertakes no obligation to publicly update or revise any forward–looking statement or information, whether as a result of new information, future events or otherwise.
SOURCE Thinkific Labs Inc.
Media Contact: Josh Stanbury, [email protected] IR Contact: Janet Craig, [email protected]
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