TAAL ANNOUNCES CLOSING OF ARRANGEMENT FOLLOWING RECEIPT OF FINAL COURT APPROVAL
TORONTO, Dec. 22, 2022 /CNW/ - TAAL Distributed Information Technologies Inc. (the "Company") (CSE: TAAL) (FWB: 9SQ1) (OTC: TAALF) today announced the completion of the previously announced plan of arrangement (the "Transaction") pursuant to which Calvin Ayre, who prior to the Transaction owned approximately 38.5% of the outstanding common shares of the Company (the "Common Shares"), indirectly acquirshareed all of the remaining Common Shares at a price of $1.07 per Common Share (the "Consideration"), by way of a statutory plan of arrangement. The Transaction was approved by the Ontario Superior Court of Justice (Commercial List) on December 21, 2022.
Registered shareholders of the Company should send their completed and executed letters of transmittal and share certificates, DRS Advices, or other documents or notations evidencing ownership of Common Shares to the depositary, TSX Trust Company, as soon as possible in order to receive the Consideration to which they are entitled. Non-registered shareholders whose Common Shares are registered in the name of a broker, dealer, bank, trust company or other intermediary should follow the instructions of their intermediary or contact their intermediary for assistance. Additional information regarding the Transaction and the procedure for exchange of Common Shares for the Consideration and payment of Consideration to shareholders is provided in the Company's management information circular in respect of the special meeting of shareholders held on December 19, 2022, a copy of which is available on SEDAR under the Company's profile at www.sedar.com.
The Common Shares will be de-listed from the Canadian Securities Exchange no later than the close of business on December 23, 2022. The Company also intends to apply to the applicable securities regulatory authorities to cease to be a reporting issuer in each of the provinces of Canada in which it is currently a reporting issuer.
TAAL Distributed Information Technologies Inc. delivers value-added blockchain services, providing professional-grade, highly scalable blockchain infrastructure and transactional platforms to support businesses building solutions and applications on the BSV platform, and developing, operating, and managing distributed computing systems for enterprise users. BitcoinSV Blockchain is the world's largest public blockchain by all major utility metrics, data storage, daily transaction volume, scaling ability, and average block size.
For more information please visit – www.taal.com/investors.
The CSE, nor its Regulation Services Provider, accepts no responsibility for the adequacy or accuracy of this release.
The Common Shares beneficially acquired by Mr. Ayre pursuant to the Transaction were purchased by 14487460 Canada Inc. (the "Acquiror"), a wholly-owned subsidiary of Indigo IP Holdings Ltd., for aggregate cash consideration of approximately C$26.7 million. Immediately prior to the closing of the Transaction, Mr. Ayre held 15,643,306 Common Shares, representing approximately 38.5% of the issued and outstanding Common Shares. As a result of the closing of the Transaction, TAAL and the Acquiror were amalgamated and continued as a single corporation and Mr. Ayre beneficially owns or controls 100% of the issued and outstanding common shares of such corporation.
An amended early warning report will be filed by Mr. Ayre with applicable Canadian securities regulatory authorities, a copy of which will be available under the Company's issuer profile on SEDAR at www.sedar.com. To obtain copies of the early warning report, please contact Paul Rajchgod, Managing Director – Private Equity, at [email protected].
The Acquiror's address is Suite 410, Canada Place, Benjamin Lauchland Dr., St. John's, Antigua and Barbuda.
Certain statements included in this news release constitute "forward-looking information" as defined under applicable Canadian securities legislation. The words "will", "intends", "expects" and similar expressions are intended to identify forward-looking information, although not all forward-looking information will contain these identifying words. Specific forward-looking information contained in this news release includes but is not limited to statements regarding: the de-listing of the Common Shares from the Canadian Securities Exchange and the Company's application to applicable securities regulatory authorities to cease to be a reporting issuer. These statements are based on factors and assumptions related to historical trends, current conditions and expected future developments. Since forward-looking information relates to future events and conditions, by its very nature it requires making assumptions and involves inherent risks and uncertainties. TAAL cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from expectations and accordingly, undue reliance should not be placed on the forward-looking information contained herein. Other than as required by law, TAAL undertakes no obligation to update any forward-looking information to reflect new information, subsequent or otherwise.
SOURCE Taal Distributed Information Technologies Inc.
Media and Investor Contact: TAAL, Stefan Matthews, Chairman of the Board, Office: (437) 826-8889, [email protected]
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