/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TSX Venture Exchange: APHE.P
VANCOUVER, BC, May 10, 2021 /CNW/ - Aphelion Capital Corp.
("Aphelion" or the "Company") announces that in
connection with its Annual General and Special Meeting
("AGSM") of shareholders of the Company
("Shareholders") originally scheduled to be held on
May 12, 2021, the Company has filed
an amended and restated information circular dated May 7, 2021 (the "Restated Circular"), a
copy of which is available on the Company's SEDAR profile at
www.sedar.com.
In order to permit all Shareholders to review the Restated
Circular, the Company further announces that the AGSM shall now be
held on June 4, 2021 at 10:00 AM (Vancouver Time). Information on how to
vote and attend the AGSM is included with the Restated
Circular.
Pursuant to the Restated Circular, the capital alteration
resolution has been revised to include a change to the name of the
common shares of the Company to "Subordinate Voting Shares"
("Subordinate Voting Shares"), to create a new class of
preferred multiple voting shares (the "Preferred Multiple Voting
Shares") to the authorized capital structure of the Company and
the addition of certain special rights and restrictions to each of
the classes of shares of the Company, all as set forth in the
Restated Circular (the "Capital Alteration Resolution").
The Preferred Multiple Voting Shares will be entitled to one
vote in respect of each Subordinate Voting Share into which such
Preferred Multiple Voting Share could be converted, and as such the
Preferred Multiple Voting Shares do not necessarily hold voting
rights that are superior to the holders of Subordinate Voting
Shares, on an as converted to Subordinate Voting Shares basis. In
accordance with Section 5 Policy 5.3 of the TSX Venture Exchange
(the "TSXV"), the Company will obtain Majority of the
Minority Approval (as defined below) for the creation of the
Preferred Multiple Voting Shares.
Majority of the Minority Approval means the approval, at a
properly constituted meeting of the holders of shares of the
Company of a resolution to create a class or series of Preferred
Multiple Voting Shares, by a majority of the votes cast by the
holders of shares of the Company who vote at the AGSM, other than
Promoters (as defined under TSXV policies), directors, officers or
other Insiders (as defined under TSXV policies) of the Company and
of any proposed recipient of Preferred Multiple Voting Shares and
their Associates and Affiliates (as each are defined under TSXV
policies) (the "Capital Alteration Resolution Disinterested
Shareholders").
Additionally, the Capital Alteration Resolution will be used to
approve a "restricted security reorganization" pursuant to National
Instrument 41-101 - General Prospectus Requirements and OSC Rule
56-501 - Restricted Shares (the "Restricted Share Rules").
The Restricted Share Rules require that a restricted security
reorganization receive prior majority approval of the
securityholders of the Company in accordance with applicable law,
excluding any votes attaching to securities held, directly or
indirectly, by affiliates of the Company or control persons of the
Company.
Votes for the Capital Alteration Resolution will be calculated
twice. The first calculation will include all Shareholders of the
Company in person or represented by proxy at the AGSM, and the
second calculation will include only the Capital Alteration
Resolution Disinterested Shareholders. In order to pass the Capital
Alteration Resolution, the Capital Alteration Resolution must be
approved by both Shareholders holding 66 2/3% of the voting rights
attaching to the shares entitled to vote at the AGSM and Capital
Alteration Resolution Disinterested Shareholders holding 50% of the
voting rights attaching to the shares of the Capital Alteration
Resolution Disinterested Shareholders entitled to vote at the AGSM.
It is currently anticipated that approximately 2,000,000 common
shares of the Company held by Capital Alteration Resolution
Disinterested Shareholders will be excluded from voting on the
Capital Alteration Resolution.
At the AGSM, disinterested Shareholders will also be asked to
consider two resolutions to adopt the variations to the capital
pool company policies recently adopted by the TSXV to: (1)
authorize the Company to remain on the TSXV in the event the
Company does not complete a Qualifying Transaction (as defined in
TSXV policies) within the original 24 month time limit; and (2) to
amend the release terms of the escrow agreement dated November 26, 2019 among the Company, TSX Trust
Company and certain security holders of the Company to reflect the
new escrow release terms set out in the TSXV's amended capital pool
company policy.
About Aphelion
The Company was incorporated under the Business Corporations Act
(British Columbia) on January 10, 2019 and is a Capital Pool Company
(as defined in the policies of the TSX Venture Exchange (the
"Exchange")) listed on the Exchange. The Company has no
commercial operations and no assets other than cash.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Statements Disclaimer and Reader Advisory
Not for dissemination in the United
States or for distribution to U.S. newswire services. The
securities offered have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any applicable state securities laws and may not be
offered or sold in the United
States or to, or for the account or benefit of, a person in
the United States or a U.S. person
(as defined in Regulation S under the U.S. Securities Act) absent
registration under the U.S. Securities Act and any applicable state
securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Aphelion assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities
laws applicable to Aphelion. Additional information identifying
risks and uncertainties is contained in filings by Aphelion with
the Canadian securities regulators, which filings are available at
www.sedar.com.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance
and if applicable pursuant to Exchange requirements, majority of
the minority shareholder approval. Where applicable, the
transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement
to be prepared in connection with the Proposed Transaction, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be
considered highly speculative.
TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release.
The Aphelion Common Shares will remain halted until such time
as permission to resume trading has been obtained from the
Exchange. Aphelion is a reporting issuer in Alberta, British
Columbia, and Ontario.
On behalf of the Board
"Seth Kay"
Seth Kay, Director
SOURCE Aphelion Capital Corp.