Latest news with #Acquiror
Yahoo
4 days ago
- Business
- Yahoo
MHR Fund Management LLC files Early Warning Report for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.)
NEW YORK, June 4, 2025 /CNW/ - On June 4, 2025, MHR Fund Management LLC ("Fund Management") filed an early warning report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 – Take-Over Bids and Issuer Bids (the "Early Warning Report") for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.). The report was filed in conjunction with Fund Management's Schedule 13D filing with the U.S. Securities and Exchange Commission as of the date hereof, a copy of which is available on EDGAR at Item 1 Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. This report relates to common shares (the "Common Shares") of Starz Entertainment Corp. (the "Issuer"). The Issuer's head office is located at: Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.)250 Howe Street, 20th FloorVancouver, B.C. V6C 3R8, Canada 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. Not applicable. Item 2 Identity of the Acquiror 2.1 State the name and address of the acquiror. MHR Fund Management LLC (the "Acquiror")40 West 57th Street, Floor 24New York, NY, 10019 The Acquiror is a Delaware limited liability company. 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. The Acquiror acquired ownership of 353,334 Common Shares on June 2, 2025 (the "Share Purchase"). As of the date of the last report, the Acquiror beneficially held, through the MHR Funds (as defined herein), 2,509,898 Common Shares of the Issuer, representing approximately 15.0% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings (all as defined herein), beneficially held 2,524,509 Common Shares, representing approximately 15.1% of the issued and outstanding Common Shares. Following the Share Purchase, the Acquiror beneficially held, through the MHR Funds, 2,863,232 Common Shares of the Issuer, representing approximately 17.1% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings, beneficially held 2,877,843 Common Shares of the Issuer, representing approximately 17.2% of the issued and outstanding Common Shares. In addition, Dr. Rachesky owns 1,476 restricted share units, payable upon vesting in an equal number of Common Shares. The Share Purchase triggered the requirement to file this report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 Take-Over Bids and Issuer Bids, as it resulted in a change to the Acquiror's holdings that exceeded 2% of the number of Common Shares issued and outstanding. Item 3 Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities. See Item 2.2. 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. Following the Share Purchase, the Acquiror acquired ownership and/or control, directly or indirectly, the securities that triggered the requirement to file the report. 3.3 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. See Item 2.2. Item 4 Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. The Acquiror acquired the Common Shares at a price of approximately C$19.40 per Common Share, being the Canadian dollar equivalent of US$14.15 based on the Bank of Canada's daily exchange rate on June 2, 2025 of 1.3707 (the "Exchange Rate"), for aggregate consideration of CAD$6,853,500, being the Canadian dollar equivalent of US$5,000,000 based on the Exchange Rate. Item 5 Purpose of the Transaction State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in the reporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; (k) an action similar to any of those enumerated above. The Common Shares reflected in this report were acquired for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities. The Reporting Persons may from time to time and at any time (in accordance with any trading policy of the Issuer or its subsidiaries and affiliates that may then be applicable to the Reporting Persons), in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose, or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through public or private transactions or otherwise. In addition to the foregoing, certain of the Reporting Persons are pursuing various alternatives with respect to the Issuer's securities in order to create liquidity opportunities for limited partners of certain of the Reporting Persons. Among the alternatives being pursued, such Reporting Persons are considering forming a continuation vehicle or other special purpose vehicle that would continue to be controlled by certain of the Reporting Persons that would enable existing limited partners to achieve liquidity or continue their indirect investment in the Issuer, making an in-kind distribution to certain limited partners of certain of such Reporting Persons, or effecting a public or private transaction. The timing, and whether and how these alternatives can be effected, will depend on transaction and market terms and conditions, as well as legal, regulatory and other factors. The Reporting Persons reserve the right to and may, from time to time and at any time, in their sole discretion, formulate and implement other purposes, plans or proposals regarding the Issuer or any of its subsidiaries or affiliates or any of their equity or debt securities as the Reporting Persons may deem advisable in their sole discretion. The information set forth in this Item 5 is subject to change from time to time and at any time, and there can be no assurances that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions. Item 8 Exemption If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. Not applicable. For further information and to obtain a copy of the early warning report filed by MHR under applicable Canadian securities laws in connection with the acquisitions, please see Starz's issuer profile on the System for Electronic Document Analysis and Retrieval + at or please contact Charles Zehren at (212) 843-8590 or czehren@ SOURCE MHR Fund Management LLC View original content: Sign in to access your portfolio
Cision Canada
4 days ago
- Business
- Cision Canada
MHR Fund Management LLC files Early Warning Report for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.)
NEW YORK, June 4, 2025 /CNW/ - On June 4, 2025, MHR Fund Management LLC (" Fund Management") filed an early warning report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 – Take-Over Bids and Issuer Bids (the " Early Warning Report") for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.). The report was filed in conjunction with Fund Management's Schedule 13D filing with the U.S. Securities and Exchange Commission as of the date hereof, a copy of which is available on EDGAR at Item 1 Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. This report relates to common shares (the " Common Shares") of Starz Entertainment Corp. (the " Issuer"). The Issuer's head office is located at: Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.) 250 Howe Street, 20th Floor Vancouver, B.C. V6C 3R8, Canada 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. Not applicable. Item 2 Identity of the Acquiror 2.1 State the name and address of the acquiror. MHR Fund Management LLC (the " Acquiror") 40 West 57 th Street, Floor 24 New York, NY, 10019 The Acquiror is a Delaware limited liability company. 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. The Acquiror acquired ownership of 353,334 Common Shares on June 2, 2025 (the " Share Purchase"). As of the date of the last report, the Acquiror beneficially held, through the MHR Funds (as defined herein), 2,509,898 Common Shares of the Issuer, representing approximately 15.0% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings (all as defined herein), beneficially held 2,524,509 Common Shares, representing approximately 15.1% of the issued and outstanding Common Shares. Following the Share Purchase, the Acquiror beneficially held, through the MHR Funds, 2,863,232 Common Shares of the Issuer, representing approximately 17.1% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings, beneficially held 2,877,843 Common Shares of the Issuer, representing approximately 17.2% of the issued and outstanding Common Shares. In addition, Dr. Rachesky owns 1,476 restricted share units, payable upon vesting in an equal number of Common Shares. The Share Purchase triggered the requirement to file this report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 Take-Over Bids and Issuer Bids, as it resulted in a change to the Acquiror's holdings that exceeded 2% of the number of Common Shares issued and outstanding. Item 3 Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities. See Item 2.2. 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. Following the Share Purchase, the Acquiror acquired ownership and/or control, directly or indirectly, the securities that triggered the requirement to file the report. 3.3 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. See Item 2.2. Item 4 Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. The Acquiror acquired the Common Shares at a price of approximately C$19.40 per Common Share, being the Canadian dollar equivalent of US$14.15 based on the Bank of Canada's daily exchange rate on June 2, 2025 of 1.3707 (the " Exchange Rate"), for aggregate consideration of CAD$6,853,500, being the Canadian dollar equivalent of US$5,000,000 based on the Exchange Rate. Item 5 Purpose of the Transaction State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in the reporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; (k) an action similar to any of those enumerated above. The Common Shares reflected in this report were acquired for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities. The Reporting Persons may from time to time and at any time (in accordance with any trading policy of the Issuer or its subsidiaries and affiliates that may then be applicable to the Reporting Persons), in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose, or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through public or private transactions or otherwise. In addition to the foregoing, certain of the Reporting Persons are pursuing various alternatives with respect to the Issuer's securities in order to create liquidity opportunities for limited partners of certain of the Reporting Persons. Among the alternatives being pursued, such Reporting Persons are considering forming a continuation vehicle or other special purpose vehicle that would continue to be controlled by certain of the Reporting Persons that would enable existing limited partners to achieve liquidity or continue their indirect investment in the Issuer, making an in-kind distribution to certain limited partners of certain of such Reporting Persons, or effecting a public or private transaction. The timing, and whether and how these alternatives can be effected, will depend on transaction and market terms and conditions, as well as legal, regulatory and other factors. The Reporting Persons reserve the right to and may, from time to time and at any time, in their sole discretion, formulate and implement other purposes, plans or proposals regarding the Issuer or any of its subsidiaries or affiliates or any of their equity or debt securities as the Reporting Persons may deem advisable in their sole discretion. The information set forth in this Item 5 is subject to change from time to time and at any time, and there can be no assurances that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions. Item 8 Exemption If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. Not applicable. For further information and to obtain a copy of the early warning report filed by MHR under applicable Canadian securities laws in connection with the acquisitions, please see Starz's issuer profile on the System for Electronic Document Analysis and Retrieval + at or please contact Charles Zehren at (212) 843-8590 or [email protected].
Yahoo
5 days ago
- Business
- Yahoo
EARLY WARNING PRESS RELEASE
SANTO DOMINGO, Dominican Republic, June 3, 2025 /CNW/ - Guess Investments Ltd. (the "Acquiror") announces that on June 2, 2025 the Acquiror entered into a subscription agreement (the "Subscription Agreement") with GoldQuest Mining Corp. (the "Issuer") to acquire 10,972,222 common shares of the Issuer ("Common Shares") at a price of $0.50 per Common Share, for aggregate consideration of approximately $5,486,111 (the "Subscription"). The closing of the Subscription is subject to the satisfaction of certain conditions precedent specified in the Subscription Agreement, including receipt of TSX Venture Exchange approval and entry into an investor rights agreement (the "Investor Rights Agreement") between the Acquiror and the Issuer, and is expected to occur on or about June 23, 2025. The Acquiror was deemed to have acquired and become the beneficial owner of 10,972,222 Common Shares upon entering into the Subscription Agreement on June 2, 2025, triggering the requirement to file an early warning report. Previously, on April 1, 2025, the Acquiror acquired 500,000 Common Shares at a price of $0.4115 per Common Share for aggregate consideration of $205,750 via market purchase on the TSX Venture Exchange (the "Market Purchase"). In the aggregate, the Acquiror acquired or was deemed to acquire 11,472,222 Common Shares (the "Acquired Shares") pursuant to the Market Purchase and Subscription. The consideration for the Acquired Shares will be paid in cash. The Acquiror acquired 11,472,222 Acquired Shares, representing approximately 3.37% of the issued and outstanding Common Shares, calculated assuming the Common Shares issuable pursuant to the Subscription are issued and outstanding, resulting in a 2.43% increase in the Acquiror's securityholding percentage in Common Shares. Immediately prior to completing the Market Purchase, the Acquiror owned and controlled 30,850,341 Common Shares, representing approximately 10.11% of the issued and outstanding Common Shares at such time. Immediately after entering into the Subscription Agreement and including the acquisition of Common Shares pursuant to the Market Purchase, the Acquiror had actual and deemed beneficial ownership and control of 42,322,563 Common Shares, representing approximately 12.44% of the issued and outstanding Common Shares (calculated assuming the Common Shares issuable pursuant to the Subscription are issued and outstanding). The Acquired Shares were acquired for investment purposes. The Acquiror may, from time to time, acquire additional securities of the Issuer and/or dispose of such securities as the Acquiror deems appropriate based on market conditions, general economic and industry conditions, trading prices of the Common Shares, the Issuer's business, financial condition or prospects, and/or other relevant factors. The Investor Rights Agreement being entered into in connection with the Subscription provides that the Acquiror is entitled to participation and top-up rights to participate in certain transactions with the Issuer to maintain its pro-rata ownership level of the issued and outstanding Common Shares; the right to nominate one individual for election to the board of directors of the Issuer, provided that the percentage of the issued and outstanding Common Shares owned by the Acquiror exceeds the minimum threshold specified in the Investor Rights Agreement; and the right to nominate a second individual for election to the board of directors of the Issuer, provided that the percentage of the issued and outstanding Common Shares owned by the Acquiror and any joint actors exceeds the minimum threshold specified in the Investor Rights Agreement. The Issuer's address and head office is 1133 Melville Street, Suite 3500, The Stack, Vancouver BC V6E 4E5. The Acquiror's principal business is investments. It is incorporated under the laws of the Federation of Saint Christopher and Nevis, and its address is Gustavo Mejia Ricart #69 Torre Washington Suite 7a, Ensanche Piantini, Santo Domingo, Dominican Republic. This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the corresponding early warning report will be filed and made available under the Issuer's profile on SEDAR+ at SOURCE Guess Investments Ltd. View original content: Sign in to access your portfolio
Cision Canada
09-05-2025
- Business
- Cision Canada
MHR Fund Management LLC files amended Early Warning Report for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.)
NEW YORK, May 9, 2025 /CNW/ - MHR Fund Management LLC (" Fund Management") filed an amended early warning report in accordance with Section 5.2(2)(b) of National Instrument 62-104 – Take-Over Bids and Issuer Bids (the " Early Warning Report") for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.). The report was filed in conjunction with Fund Management's Schedule 13D filing with the U.S. Securities and Exchange Commission as of the date hereof, a copy of which is available on EDGAR at The Early Warning Report updates information disclosed in previous early warning reports filed by the Acquiror (as defined herein) on November 16, 2015, July 4, 2016, October 3, 2019, November 22, 2022, May 14, 2024 and February 5, 2025 (collectively, the " Prior Reports"). Item 1 Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. This report relates to common shares (the " Common Shares") of Starz Entertainment Corp. (the " Issuer"). The Issuer's head office is located at: Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.) 250 Howe Street, 20th Floor Vancouver, B.C. V6C 3R8, Canada 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. Not applicable. Item 2 Identity of the Acquiror 2.1 State the name and address of the acquiror. MHR Fund Management LLC (the " Acquiror") 40 West 57 th Street, Floor 24 New York, NY, 10019 The Acquiror is a Delaware limited liability company. 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. This report is being filed in accordance with Section 5.2(2)(b) of National Instrument 62-104 – Take-Over Bids and Issuer Bids to update previous disclosure made in response to Item 6 of the Prior Reports to reflect the Acquiror's entrance into the Starz Investor Rights Agreement, the Starz Voting Agreement and the Starz Registration Rights Agreement, each as defined below. The Acquiror entered into the foregoing agreements in connection with the closing of a series of transactions (the " Separation Transactions") that resulted in the separation of the businesses of the STARZ-branded premium subscription platforms from the motion picture and television studio operations of Lions Gate Entertainment Corp. On May 6, 2025, the Issuer, the Acquiror and certain of its affiliates, Liberty Global Ventures Limited, a limited company organized under the laws of England and Wales (" Liberty Global") and Liberty Global Ltd., an exempted company limited by shares organized under the laws of Bermuda (" Liberty Parent" and together with Liberty Global, " Liberty"), entered into an investor rights agreement (the " Starz Investor Rights Agreement"). The Starz Investor Rights Agreement provides that (1) for so long as funds affiliated with the Acquiror beneficially own at least 10,000,000 Common Shares in the aggregate, the Issuer will include three designees of the Acquiror (at least one of whom will be an independent director and will be subject to approval of the Issuer's board) on its slate of director nominees for election at each future annual meeting of the Issuer's shareholders, (2) for so long as funds affiliated with the Acquiror beneficially own at least 7,500,000, but less than 10,000,000, Common Shares in the aggregate, the Issuer will include two designees of the Acquiror on its slate of director nominees for election at each future annual meeting of the Issuer's shareholders, and (3) for so long as funds affiliated with the Acquiror beneficially own at least 5,000,000, but less than 7,500,000, Common Shares in the aggregate, the Issuer will include one designee of the Acquiror on its slate of director nominees for election at each future annual meeting of the Issuer's shareholders. The initial designees of the Acquiror are Dr. Mark H. Rachesky, Emily Fine and Joshua Sapan (who is designated as an independent director). Under the Starz Investor Rights Agreement, the Issuer has also agreed to provide the Acquiror and Liberty with certain pre-emptive rights on Common Shares of the Acquiror (or securities that are convertible or exercisable into or exchangeable for Common Shares) that the Acquiror may issue in the future for cash consideration. In connection with the execution of the Starz Investor Rights Agreement, on May 6, 2025, the Issuer, the Acquiror and certain of its affiliated funds, and Liberty entered into a Voting and Standstill Agreement (the " Starz Voting Agreement"). Pursuant to the Starz Voting Agreement, the Acquiror and Liberty have agreed that for so long as any of them have the right to nominate at least one representative to the Issuer's board, each of them will vote any Common Shares owned by them and their respective controlled affiliates in favor of each of the other's respective director nominees, subject to certain exceptions set forth in the Starz Voting Agreement. In connection with the closing of the Separation Transactions, on May 6, 2025, the Issuer, and certain affiliates of the Acquiror entered into a registration rights agreement (the " Starz Registration Rights Agreement"). The Starz Registration Rights Agreement provides that the affiliated funds of the Acquiror are entitled to two demand registration rights to request that the Issuer register all or a portion of their Common Shares. In addition, in the event that the Issuer proposes to register any of the Issuer's equity securities or securities convertible into or exchangeable for Starz equity securities, either for its own account or for the account of other security holders, the applicable affiliates of the Acquiror will be entitled to certain "piggyback" registration rights allowing them to include their shares in such registration, subject to customary limitations. As a result, whenever the Issuer proposes to file a registration statement under the U.S. Securities Act of 1933, other than with respect to a registration statement on Forms S-4 or S-8 or certain other exceptions, the applicable affiliates of the Acquiror will be entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration. The registration rights described above of the applicable affiliates of the Acquiror will terminate on the first anniversary of the date that they both (i) beneficially owns less than 1,672,181 Common Shares (which amount represents approximately 10% of the Common Shares outstanding as of May 6, 2025), subject to equitable adjustment and (ii) ceases to have a designated representative on the Issuer's board. The foregoing descriptions of the Starz Investor Rights Agreement, the Starz Voting Agreement, and the Starz Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached to the Schedule 13D-A as Exhibit 99.1 through Exhibit 99.3 and incorporated by reference. This report is being filed in conjunction with the Acquiror's Schedule 13D-A filing with the U.S. Securities and Exchange Commission as of the date hereof (the " Schedule 13D-A"), a copy of which is available on EDGAR at 2.3 State the names of any joint actors. The Acquiror is an affiliate of and has an investment management agreement with MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP, MHR Institutional Partners IIA LP, MHR Institutional Partners III LP and MHR Institutional Partners IV LP (collectively, the " MHR Funds"). MHR Holdings LLC (" MHR Holdings") is the managing member of the Acquiror. MHR Advisors LLC (" Advisors") is the general partner of each of MHR Capital Partners Master Account LP and MHR Capital Partners (100) LP. MHR Institutional Advisors II LLC (" Institutional Advisors II") is the general partner of each of MHR Institutional Partners II LP and MHR Institutional Partners IIA LP. MHR Institutional Advisors III LLC (" Institutional Advisors III") is the general partner of Institutional Partners III LP. MHR Institutional Advisors IV LLC (" Institutional Advisors IV") is the general partner of Institutional Partners IV LP. MHRC LLC (" MHRC") is the managing member of the Advisors. MHRC II LLC (" MHRC II") is the managing member of Institutional Advisors II. Mark H. Rachesky, M.D. (" Dr. Rachesky") is the managing member of MHR Holdings, MHRC, MHRC II, Institutional Advisors III and Institutional Advisors IV. As a result, each of Dr. Rachesky, the Acquiror, MHR Holdings, the MHR Funds, Advisors, Institutional Advisors II, Institutional Advisors III, Institutional Advisors IV, MHRC and MHRC II (collectively, the " Reporting Persons") may be considered to be joint actors in connection with the disclosure set out herein. Item 3 Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities. Not applicable. 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. Not applicable. 3.3 If the transaction involved a securities lending arrangement, state that fact. Not applicable. 3.4 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. See Item 3.5(a). 3.5 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities referred to in Item 3.4 over which (a) the acquiror, either alone or together with any joint actors, has ownership and control, We were informed by the Issuer that there were 16,721,810 Common Shares outstanding as of May 6, 2025, and the percentages set forth below are calculated based on this amount. The Acquiror beneficially owns, through the MHR Funds, 2,509,898 Common Shares of the Issuer, representing approximately 15.0% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings, beneficially owns 2,524,509 Common Shares, representing approximately 15.1% of the issued and outstanding Common Shares. (b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and Not applicable. (c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. Not applicable. 3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings. Not applicable. 3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62- 104. Not applicable. 3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. See Item 6. Item 4 Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. Not applicable. 4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. Not applicable. 4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. Not applicable. Item 5 Purpose of the Transaction State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in the reporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; (k) an action similar to any of those enumerated above. The Common Shares reflected in this report were acquired for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities. The Reporting Persons may from time to time and at any time (in accordance with any trading policy of the Issuer or its subsidiaries and affiliates that may then be applicable to the Reporting Persons), in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose, or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through public or private transactions or otherwise. In addition to the foregoing, certain of the Reporting Persons are pursuing various alternatives with respect to the Issuer's securities in order to create liquidity opportunities for limited partners of certain of the Reporting Persons. Among the alternatives being pursued, such Reporting Persons are considering forming a continuation vehicle or other special purpose vehicle that would continue to be controlled by certain of the Reporting Persons that would enable existing limited partners to achieve liquidity or continue their indirect investment in the Issuer, making an in-kind distribution to certain limited partners of certain of such Reporting Persons, or effecting a public or private transaction. The timing, and whether and how these alternatives can be effected, will depend on transaction and market terms and conditions, as well as legal, regulatory and other factors. The Reporting Persons reserve the right to and may, from time to time and at any time, in their sole discretion, formulate and implement other purposes, plans or proposals regarding the Issuer or any of its subsidiaries or affiliates or any of their equity or debt securities as the Reporting Persons may deem advisable in their sole discretion. The information set forth in this Item 5 is subject to change from time to time and at any time, and there can be no assurances that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions. Item 6 Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included. Reference is made to the Plan of Arrangement pursuant to which the Separation Transactions are implemented, as further described by the Issuer on the joint proxy statement/prospectus filed on March 14, 2025, a copy of which is available under the Company's profile on EDGAR at In connection with the closing of the Separation Transactions contemplated by the Plan of Arrangement, the Acquirer and certain of its affiliates expect to enter into the following agreements: – the Starz Investor Rights Agreement with the Issuer and other parties thereto, and as described above, in the form set forth as Exhibit 99.1 to and incorporated by reference in the Schedule 13D-A; – the Starz Voting Agreement with the Issuer and other parties thereto, and as described above, in the form set forth as Exhibit 99.2 to and incorporated by reference in the Schedule 13D-A; and – the Starz Registration Rights Agreement with the Issuer and other parties thereto, and as described above, in the form set forth as Exhibit 99.3 to and incorporated by reference in the Schedule 13D-A. The foregoing descriptions of the Starz Investor Rights Agreement, the Starz Voting Agreement and Starz Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached to Schedule 13D-A as Exhibit 99.1 through Exhibit 99.3 and which are incorporated by reference. Item 7 Change in material fact If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's securities. See Item 2.2. Item 8 Exemption If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. Not applicable. For further information and to obtain a copy of the early warning report filed by MHR under applicable Canadian securities laws in connection with the acquisitions, please see Starz's issuer profile on the System for Electronic Document Analysis and Retrieval + at or please contact Charles Zehren at (212) 843-8590 or [email protected].
Yahoo
05-05-2025
- Business
- Yahoo
Early Warning News Release Regarding the Securities of Euromax Resources Ltd.
NICOSIA, Cyprus, May 05, 2025 (GLOBE NEWSWIRE) -- VVV Commodities and Resources Ltd (the "Acquiror"), acquired 113,987,645 common shares (the 'Common Shares', and each, a 'Common Share') in the capital of Euromax Resources Ltd. (the "Issuer") at a deemed price of USD$0.028 per Common Share (CAD$0.04 per Common Share) for aggregate gross proceeds of USD$3,200,000 (CAD$4,429,219) (the "Transaction"), pursuant to a share purchase agreement dated May 2, 2025 between the Acquiror and NDX B.V., an existing insider of the Issuer. Prior to the Transaction, the Acquiror did not own any Common Shares of the Issuer. As a result of the Transaction, the Acquiror owns 113,987,645 Common Shares, representing approximately 16.03% of the issued and outstanding Common Shares on an undiluted basis, and approximately 12.3% of the issued and outstanding Common Shares on a fully-diluted basis. The Acquiror acquired the securities of the Issuer for investment purposes only. The Acquiror intends to review, on a continuous basis, various factors related to its investment, including (but not limited to) the price and availability of the securities of the Issuer, subsequent developments affecting the Issuer or its business, and the general market and economic conditions. Based upon these and other factors, the Acquiror may decide to purchase additional securities of the Issuer or may decide in the future to sell all or part of its investment. The Acquiror's head office is located at 17-19 Themistokli Dervi, THE CITY HOUSE, 2ND floor, 1066 Nicosia. The Issuer's head office is located at 400-725 Granville Street, Vancouver, British Columbia, V7Y 1G5. A copy of the early warning report to which this news release relates can be obtained from Maria Demetriou, +357 22022777 or on the SEDAR+ profile of the Issuer at This press release is being disseminated pursuant to Multilateral Instrument 62-104 –Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Neither the TSX Venture Exchange nor 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 release. THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Cautionary Note Regarding Forward-Looking Statements This news release contains forward-looking information within the meaning of Canadian securities laws. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Acquiror's control. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The statements in this press release are made as of the date of this release and, except as required by applicable law, the Acquiror disclaims any obligation to publicly update or to revise any of the included forward‐looking statements, whether as a result of new information, future events or in to access your portfolio
