VANCOUVER, British Columbia, April 03, 2018 (GLOBE NEWSWIRE) -- Triangle Industries Ltd. (the “Company”) (NEX:TIA.H) is pleased to announce the results of its Special General Meeting (the “Meeting”) held today.
On March 2, 2018, the Company completed the sale of 50,000,000 subscription receipts (the “Subscription Receipts”) at a price of $.02 per Subscription Receipt for gross proceeds of $1,000,000 (the “Offering”). The gross proceeds of the sale of the Subscription Receipts are being held in escrow by Computershare Trust Company of Canada (“Computershare”). Under the Subscription Receipt Agreement, Computershare is to release the proceeds of the Offering to the Company upon receipt of notice from the Company that: (i) the shareholders have approved the Offering and the consolidation of the Company’s issued and outstanding shares on the basis of one new share for each two and a half old shares (the “Consolidation”); (ii) all regulatory approvals necessary for the Offering and the Consolidation have been obtained; and (iii) the Consolidation has been completed. The 20,000,000 Subscription Receipts which will be outstanding post-Consolidation will then be exchanged for 20,000,000 units consisting of one common share and one share purchase warrant (a “Warrant”), and the proceeds of the Offering released to the Company. Each Warrant will be exercisable to purchase a further common share at a price of $0.05 per share for 12 months from the date of issue. All securities issued in connection with the Offering are subject to a statutory hold period of four months and a day, which expires on July 3rd, 2018.
At the Meeting, the shareholders adopted an ordinary resolution (requiring a simple majority) approving the Offering and a special resolution (requiring a two-thirds majority) approving the Consolidation. Based on proxies received before the Meeting, management received proxies in favour of the resolution approving the Offering from the holders of 2,244,500 shares, representing approximately 99.91% of the shares represented by proxy and voted on the matter, and proxies in favour of the resolution approving the Consolidation from the holders of 2,087,500 shares, representing approximately 92.92% of the shares represented by proxy and voted on the matter.
The implementation of the special resolution approving the Consolidation is subject to the discretion of the directors. The Company has applied to the TSX Venture Exchange for approval of the Consolidation, which it expects to receive shortly. If TSX-V approval for the Consolidation is received, the directors expect to implement the Consolidation shortly thereafter, and provide Computershare with notice of fulfillment of the escrow release conditions. The number of issued and outstanding shares after completion of the Consolidation will be reduced from 13,656,967 to approximately 5,462,782 shares. To this will be added the 20,000,000 post-Consolidation shares to be issued upon exchange of the Subscription Receipts, leaving 25,462,782 Shares issued and outstanding. Additionally, 1,050,000 outstanding stock options, exercisable at a price of $0.05 per share until November 15, 2020, will be reduced to 420,000, and the exercise price will remain the same. On a fully diluted basis, assuming the exercise of the stock options and the Warrants, there will be 45,882,782 Shares issued and outstanding on completion of the Consolidation and the exchange of the Subscription Receipts.
The proceeds of the Offering will be used to source and execute a transaction by which the Company would acquire a new business or assets, and for general working capital. The Company is presently in no discussions about, and has no agreement for, such a transaction, and there can be no assurance that the Company will be able to source or execute any such transaction.
At the Meeting, the shareholders also approved a special resolution amending the Company’s Articles to permit the Company to change its name by directors’ resolution instead of shareholders’ resolution, and allow certain share structure alterations by directors’ resolution instead of shareholders’ resolution. This will allow the Company to rely on TSX-V policy as it relates to permitted stock splits and share consolidations that may be conducted without shareholder approval, and to make such alterations by directors’ resolution without having to incur the costs of calling and holding a meeting of shareholders. Based on proxies received before the Meeting, management received proxies in favour of the resolution approving such amendment from the holders of 2,244,000 shares, representing approximately 99.89% of the shares represented by proxy and voted on the matter
ON BEHALF OF THE BOARD OF DIRECTORS
Neil Halldorson
C.E.O. and Director
For further information, please contact:
Mr. Neil Halldorson
Telephone: (604) 669 4899
Neither the TSX Venture Exchange or its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Examples of such statements are statements relating to TSX-V approval for the Consolidation. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, the possibility that such approval will not be obtained. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. TSX-V approval for the Consolidation may not be obtained, and if it is not then the Company will not receive the gross proceeds of the Offering.