/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
(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.