Latest news with #CanadaBusinessCorporationsAct
Business Wire
a day ago
- Business
- Business Wire
The Cannabist Company Completes Previously Announced Plan of Arrangement
CHELMSFORD, Mass.--(BUSINESS WIRE)--The Cannabist Company Holdings Inc. (Cboe CA: CBST) (OTCQB: CBSTF) ('The Cannabist Company' or the 'Company'), one of the most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., is pleased to announce that it has successfully completed its previously announced court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act (the 'Arrangement') involving, inter alios, the Company and The Cannabist Company Holdings (Canada) Inc. ('Cannabist Canada', and together with The Cannabist Company, the 'Companies'), implementing those transactions described in the Companies' management information circular dated March 28, 2025 (the 'Circular'). The Arrangement resulted in, among other things: (a) the exchange of all outstanding 6.0% senior secured convertible notes of the Companies due June 29, 2025 (the '2025 Notes') and all 9.5% senior secured first-lien notes of the Companies due February 3, 2026 (the '2026 Notes') for an equivalent principal amount of new senior notes due December 31, 2028 (the 'New Senior Notes') co-issued by the Companies, and the issuance of an aggregate of 118,209,105 common shares of The Cannabist Company (the 'New CBST Common Shares') to the holders of such notes on a pro rata basis; (b) the exchange of all outstanding 9.0% senior secured convertible notes of the Companies due March 19, 2027 (the '2027 Notes', and together with the 2025 Notes and the 2026 Notes, the 'Senior Notes') for either (i) an equivalent principal amount of New Senior Notes, as well as a pro rata amount of the New CBST Common Shares or (ii) an equivalent principal amount of new senior convertible notes due December 31, 2028 co-issued by the Companies; and (c) the issuance of an aggregate of 118,246,947 common share purchase warrants of the Company (the 'Anti-Dilutive Warrants') to Company shareholders of record as of May 27, 2025 on a pro rata basis. Further details of the Arrangement are described in the Circular, which is available under the Company's profile on SEDAR+ at and EDGAR at No securities regulatory authority has either approved or disapproved of the contents of this news release. This news 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 the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws. Moelis & Company LLC served as exclusive financial advisor to the Company. Stikeman Elliott LLP and Dorsey & Whitney LLP acted as the Company's Canadian and U.S. legal counsel, respectively. Goodmans LLP and Feuerstein Kulick LLP acted as the supporting holders of the Senior Notes' (the 'Supporting Noteholders') Canadian and U.S. legal counsel, respectively, with Ducera Partners LLC serving as the financial advisor to the Supporting Noteholders' legal counsel. About The Cannabist Company (f/k/a Columbia Care) The Cannabist Company, formerly known as Columbia Care, is one of the most experienced cultivators, manufacturers and providers of cannabis products and related services, with licenses in 12 U.S. jurisdictions. The Company operates 81 facilities including 64 dispensaries and 17 cultivation and manufacturing facilities, including those under development. Columbia Care, now The Cannabist Company, is one of the original multi-state providers of cannabis in the U.S. and now delivers industry-leading products and services to both the medical and adult-use markets. In 2021, the Company launched Cannabist, its retail brand, creating a national dispensary network that leverages proprietary technology platforms. The company offers products spanning flower, edibles, oils and tablets, and manufactures popular brands including dreamt, Seed & Strain, Triple Seven, Hedy, gLeaf, Classix, Press, and Amber. For more information, please visit
Yahoo
3 days ago
- Business
- Yahoo
Alpayana Requisitions a Shareholder Meeting of Sierra to Acquire the Remaining Sierra Shares and Replace the Board of Directors
LIMA, Peru, May 28, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") announces today that it has requisitioned a meeting of shareholders (the "Meeting") of Sierra Metals Inc. ("Sierra") under Section 143 of the Canada Business Corporations Act for the following purposes: i. to approve a second step business combination transaction pursuant to which Alpayana will complete the privatization of Sierra and acquire all of the issued and outstanding common shares of Sierra (the "Sierra Shares") that it does not already own (the "Subsequent Acquisition Transaction"); ii. to remove the six incumbent directors of Sierra, being Miguel Aramburu, Ernesto Balarezo, Wendy Kaufman, Roberto Maldonado, Robert Neal and Beatriz Orrantia, as well as any directors who may be appointed to the Board of Directors of Sierra (the "Board") prior to the Meeting; iii. to set the size of the Board at three directors; and iv. to elect three new directors to the Board, being Fernando Arrieta (CEO, Alpayana), José Cúneo (Partner, Payet, Rey, Cauvi, Peآrez Abogados) and Dustin Perry (CEO, President and Director, Kingfisher Metals Corp.). Alpayana has requested that Sierra call the Meeting by June 3, 2025, and that such Meeting be held no later than July 29, 2025. Alpayana expects that Sierra will promptly call the Meeting and work with Alpayana and its counsel to prepare the management information circular for such Meeting, as Sierra is required pursuant to applicable Canadian laws and the rules of the Toronto Stock Exchange ("TSX") to hold its annual meeting of shareholders by June 30, 2025, and it has not yet done so. Alpayana has also requested that Sierra set June 23, 2025 as the record date for Sierra shareholders entitled to receive notice of and entitled to vote at the Meeting, and that Sierra permit in-person attendance by Sierra shareholders at the Meeting in accordance with corporate governance best practices and guidance. Alpayana was forced to requisition this Meeting as Sierra's management team and Board have been uncooperative in facilitating the transition of management and control to Alpayana following Alpayana's hugely successful take-over bid of Sierra. Alpayana currently owns an aggregate of 202,768,502 Sierra Shares, representing 93.82% of the issued and outstanding Sierra Shares and intends to acquire the remaining issued and outstanding Sierra Shares pursuant to the Subsequent Acquisition Transaction. Following the completion of the Subsequent Acquisition Transaction (which is expected to close shortly following the Meeting), Alpayana intends to cause Sierra to apply to the TSX to delist the Sierra Shares from the TSX and, if permitted by applicable law, cause Sierra to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Sociedad Minera Corona S.A. that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations. SHAREHOLDER QUESTIONS Sierra shareholders who have questions about the Meeting or Alpyana's take-over bid of Sierra, may contact Shorecrest Group, the Depositary and Information Agent for the take-over bid, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at contact@ ABOUT ALPAYANA Alpayana Canada Ltd. ("Alpayana Canada") is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the offer to purchase all of the issued and outstanding Sierra Shares. Alpayana is a family-owned private mining company committed to the development and promotion of sustainable and responsible mining. It strives to leave a positive and meaningful legacy by prioritizing the wellbeing of its employees, the communities it impacts and the environment. Alpayana has been operating mines in Peru for over 38 years, has a successful M&A track record, and experience in developing projects with discipline and with a view on long-term intrinsic value. Alpayana has revenues in excess of US$500 million and a robust balance sheet. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events and reflect Alpayana Canada's and Alpayana's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding Alpayana's intentions with respect to acquiring the remaining Sierra Shares, the Meeting, the removal of the incumbent directors and election of new directors to the Board, the Subsequent Acquisition Transaction, the delisting of Sierra Shares from the TSX and Sierra ceasing to be a reporting issuer. Such forward-looking statements reflect Alpayana Canada and Alpayana's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Alpayana operates. Although the forward-looking information contained in this document is based upon what Alpayana Canada and Alpayana believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, Alpayana Canada and Alpayana do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise. SOURCE Alpayana S.A.C. View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
3 days ago
- Business
- Cision Canada
Alpayana Requisitions a Shareholder Meeting of Sierra to Acquire the Remaining Sierra Shares and Replace the Board of Directors
LIMA, Peru, May 28, 2025 /CNW/ - Alpayana S.A.C. (" Alpayana") announces today that it has requisitioned a meeting of shareholders (the " Meeting") of Sierra Metals Inc. (" Sierra") under Section 143 of the Canada Business Corporations Act for the following purposes: i. to approve a second step business combination transaction pursuant to which Alpayana will complete the privatization of Sierra and acquire all of the issued and outstanding common shares of Sierra (the " Sierra Shares") that it does not already own (the " Subsequent Acquisition Transaction"); ii. to remove the six incumbent directors of Sierra, being Miguel Aramburu, Ernesto Balarezo, Wendy Kaufman, Roberto Maldonado, Robert Neal and Beatriz Orrantia, as well as any directors who may be appointed to the Board of Directors of Sierra (the " Board") prior to the Meeting; iii. to set the size of the Board at three directors; and iv. to elect three new directors to the Board, being Fernando Arrieta (CEO, Alpayana), José Cúneo (Partner, Payet, Rey, Cauvi, Peآrez Abogados) and Dustin Perry (CEO, President and Director, Kingfisher Metals Corp.). Alpayana has requested that Sierra call the Meeting by June 3, 2025, and that such Meeting be held no later than July 29, 2025. Alpayana expects that Sierra will promptly call the Meeting and work with Alpayana and its counsel to prepare the management information circular for such Meeting, as Sierra is required pursuant to applicable Canadian laws and the rules of the Toronto Stock Exchange (" TSX") to hold its annual meeting of shareholders by June 30, 2025, and it has not yet done so. Alpayana has also requested that Sierra set June 23, 2025 as the record date for Sierra shareholders entitled to receive notice of and entitled to vote at the Meeting, and that Sierra permit in-person attendance by Sierra shareholders at the Meeting in accordance with corporate governance best practices and guidance. Alpayana was forced to requisition this Meeting as Sierra's management team and Board have been uncooperative in facilitating the transition of management and control to Alpayana following Alpayana's hugely successful take-over bid of Sierra. Alpayana currently owns an aggregate of 202,768,502 Sierra Shares, representing 93.82% of the issued and outstanding Sierra Shares and intends to acquire the remaining issued and outstanding Sierra Shares pursuant to the Subsequent Acquisition Transaction. Following the completion of the Subsequent Acquisition Transaction (which is expected to close shortly following the Meeting), Alpayana intends to cause Sierra to apply to the TSX to delist the Sierra Shares from the TSX and, if permitted by applicable law, cause Sierra to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Sociedad Minera Corona S.A. that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations. SHAREHOLDER QUESTIONS Sierra shareholders who have questions about the Meeting or Alpyana's take-over bid of Sierra, may contact Shorecrest Group, the Depositary and Information Agent for the take-over bid, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at [email protected]. ABOUT ALPAYANA Alpayana Canada Ltd. (" Alpayana Canada") is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the offer to purchase all of the issued and outstanding Sierra Shares. Alpayana is a family-owned private mining company committed to the development and promotion of sustainable and responsible mining. It strives to leave a positive and meaningful legacy by prioritizing the wellbeing of its employees, the communities it impacts and the environment. Alpayana has been operating mines in Peru for over 38 years, has a successful M&A track record, and experience in developing projects with discipline and with a view on long-term intrinsic value. Alpayana has revenues in excess of US$500 million and a robust balance sheet. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events and reflect Alpayana Canada's and Alpayana's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding Alpayana's intentions with respect to acquiring the remaining Sierra Shares, the Meeting, the removal of the incumbent directors and election of new directors to the Board, the Subsequent Acquisition Transaction, the delisting of Sierra Shares from the TSX and Sierra ceasing to be a reporting issuer. Such forward-looking statements reflect Alpayana Canada and Alpayana's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Alpayana operates. Although the forward-looking information contained in this document is based upon what Alpayana Canada and Alpayana believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, Alpayana Canada and Alpayana do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.
Cision Canada
4 days ago
- Business
- Cision Canada
UPSTART INVESTMENTS ENTERS INTO DEFINITIVE AGREEMENT TO COMPLETE QUALIFYING TRANSACTION AND ANNOUNCES NEW DIRECTOR AND CFO
/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./ MONTREAL, May 27, 2025 /CNW/ - UPSTART INVESTMENTS INC. (TSXV: UPT.P) (" UpStart" or the " Company") is pleased to announce that it has entered into a binding letter of intent dated May 23, 2025 (the " Letter of Intent") with Portail Phoenix Inc. (the " Phoenix"), a private company incorporated and existing under the Canada Business Corporations Act, pursuant to which the parties will complete a reverse takeover transaction of UpStart by Phoenix (the " Transaction"). The Transaction is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 of the TSX Venture Exchange (the " TSXV")). Pursuant to the Transaction, UpStart is anticipated to be renamed to a name to be agreed upon by UpStart and Phoenix (the " Resulting Issuer"). Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be listed on the TSXV as a Tier 2 Issuer. Trading of the common shares of UpStart (" UpStart Shares") will remain halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed and accepted by the TSXV and permission to resume trading is obtained from the TSXV. The UpStart Shares were initially halted in connection with the Company's previously announced Qualifying Transaction with Megawattage, LLC – the Company confirms that such transaction was terminated and will no longer be pursued. All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise. The Qualifying Transaction Pursuant to the Letter of Intent, the parties agreed, subject to satisfaction of certain conditions precedent: Phoenix shall subdivide (the " Phoenix Split") the issued and outstanding common shares of Phoenix (the " Phoenix Shares") from 1,521,500 Phoenix Shares to 38,666,667 Phoenix Shares; and the holders of the Phoenix Shares will be issued one UpStart Share for each Phoenix Shares held. There are currently no outstanding convertible securities of Phoenix. Information About Phoenix Phoenix is a vertically integrated wellness company that offers a comprehensive ecosystem of services and products dedicated to personal development, holistic health, and mindful living. Through its flagship brand Studio Diva Yoga, Phoenix operates a growing network of physical and virtual studios providing yoga, meditation, and therapeutic movement programs. The company also owns and manages Campus, a proprietary educational platform launching in late September 2025. This platform will replace the current third-party-hosted Université Internationale Yogami, and will serve as the new cornerstone for professional training, continuing education, and instructor certification in the wellness sector. Built in-house, Campus is designed to offer enhanced scalability, advanced analytics, and integrated affiliate tools to better serve educators and learners alike. Phoenix's ecosystem includes Boutique Nouveau Yoga, a multi-country distribution channel for wellness accessories; Esprit Médias, its France-based publishing house responsible for editorial content and magazine publications; and Agence Blue Ocean, a digital marketing firm supporting both internal brands and external wellness-focused clients. With operations in Canada, the European Union, Switzerland, and Madagascar, Phoenix combines operational excellence with a mission-driven approach to democratize access to high-quality wellness education and experiences. The company is entering a new phase of accelerated growth fueled by strategic acquisitions, international franchise expansion, and the unification of its signature methods under the new umbrella brand HOLIX. The Transaction will not constitute a Non-Arm's Length Qualifying Transaction (as such term is defined in Policy 2.4 of the TSXV) or a related party transaction (as such term is defined in defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions). In connection with the Transaction, Phoenix shall complete: a concurrent private placement financing (the " Subscription Receipt Private Placement") for minimum aggregate gross proceeds of $1,750,000 up to $3,000,000 (or such other amount as may be required by the policies of the TSXV) pursuant to an offering of subscription receipts of Phoenix (" Subscription Receipts"), to be sold at an issue price of $0.15 per Subscription Receipt (the " Financing Price"), or such other price as may be agreed to by the parties. Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration and without further action on the part of each holder, one Phoenix Share on a post-Phoenix Split basis, subject to adjustment, upon the satisfaction or waiver of the escrow release conditions to be agreed upon by the parties (the " Escrow Release Conditions"). At closing of the Transaction, each Phoenix Share issued pursuant to the conversion of a Subscription Receipt will be automatically exchanged for one Resulting Issuer Share; and a concurrent private placement financing of debentures of Phoenix (the " Debenture Private Placement" and together with the Subscription Receipt Private Placement, the " Private Placement") for gross proceeds of a maximum of $250,000, convertible at a discount of 25% of the Financing Price and on such other terms as agreed to between UpStart and Phoenix. Proceeds from the Subscription Receipt Private Placement will be held in escrow pending satisfaction of the Escrow Release Conditions, which shall include receipt of conditional approval of the Transaction. If the Transaction does not close, proceeds will be returned to subscribers with pro rata interest. The Resulting Issuer intends to use the net proceeds from the Private Placement to complete the Transaction and to satisfy business development and working capital requirements. Finders Fees In connection with and upon completion of the Transaction, the Resulting Issuer shall pay finders fee to two arm's length parties in the amount of $125,000 and $150,000, respectively (the " Finders' Fees"). The Finders' Fees shall be paid and satisfied through the issuance of common shares of the Resulting Issuer (the " Resulting Issuer Shares") at a deemed price of $0.15 per Resulting Issuer Share. Insiders of the Resulting Issuer Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of [3] nominees, all appointed by Phoenix. The directors of the Resulting Issuer are anticipated to be: (i) Patrick Lussier (Chairman); (ii) Maryse Lehoux; (iii) Patrick Power;. The senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer concurrent with the closing of the Transaction, anticipated to include, Patrick Lussier, Chief Executive Officer and Maryse Lehoux as Chief Financial Officer and Corporate Secretary. Biographies of each anticipated director and officer is provided below: Patrick Lussier – CEO and EVP of Mergers & Acquisitions, Portail Phoenix Inc. Patrick Lussier is a results-driven entrepreneur and strategic leader with over 25 years of experience managing complex projects and scaling high-growth companies. As Chief Executive Officer and Executive Vice-President of Mergers & Acquisitions at Phoenix, Patrick is responsible for corporate strategy, global expansion, and portfolio integration. He is the architect of Phoenix's acquisition roadmap and has played a key role in transforming the organization into a multi-brand ecosystem operating across North America, the European Union, Switzerland, and Madagascar. With a strong background in real estate, sustainable development, and international business, Patrick brings a unique combination of operational rigor and creative deal-making to the group. Currently completing an Integrated Doctorate in Business Administration (DBA), Patrick is also a seasoned mentor and public speaker who champions purposeful entrepreneurship and life balance. His leadership is defined by transparency, agility, and a relentless focus on creating long-term value for stakeholders. Maryse Lehoux – Co-Founder, CFO and Chief Vision Officer, Portail Phoenix Inc. Maryse Lehoux is the heart and soul behind Diva Yoga, a transformative method that empowers women worldwide through conscious movement, self-care, and personal alignment. As Co-Founder and Chief Vision Officer of Phoenix, she has built one of the most influential wellness communities in the francophone world, with a reach that extends to hundreds of thousands of women globally. A Certified Public Accountant (CPA) and holder of a university degree in writing and translation, Maryse brings a rare blend of financial acumen and communication excellence to the leadership team. She serves on Phoenix's Board of Directors as Chief Financial Officer, where she oversees financial governance and leads investor communications with clarity and integrity. Deeply aligned with Phoenix's mission, Maryse ensures that every initiative remains rooted in authenticity, feminine leadership, and the company's founding values. Her unique ability to bridge vision and precision makes her a driving force in both brand inspiration and strategic execution. Patrick J. Power, Chairman & President, James Edward Capital Corporation Mr. Power is a senior finance and technology executive with over 40 years of experience founding and/or participating in the start-up teams of a number of successful companies. Mr. Power holds Bachelor of Science and Master of Science degrees in Computer Science from the Western University. Mr. Power has founded and/or has participated in the startup teams of Xicom Technologies Corporation (Co-founder), Corel Systems Corporation (member of founding team), Newbridge Networks Corporation (member of founding team), Nuvo Network Management Inc. (Founder), SteppingStone Capital Corporation (Founder) and James Edward Capital Corporation (Founder). Mr. Power's operational experience has included specific responsibility for product management, research and development, manufacturing, sales and marketing, strategic planning and finance. Since 1990 Mr. Power has been an investment banker primarily serving emerging growth companies. Financial experience has included the structuring and negotiating of management buyouts, private and public financings (debt and equity), mergers and acquisitions, and transitioning companies from private to public status. Financial transactions have been structured with a broad range of North American and international investors. Mr. Power is Chairman and President of James Edward Capital Corporation, an Ottawa-based boutique investment bank focused on emerging growth companies. Mr. Power is the President of Ekin Capital Corporation, a private family office and President of Ekin Ventures Corporation, a private business advisory company. Since 2002, James Edward Capital has advised a number emerging growth companies. Mr. Power is an experienced public company director. Past public directorships include InBusiness Solutions Inc. (Chairman) (formerlyTSX: BIZ), Nuvo Network Management Inc. (Chairman) (formerlyTSXV: NNM) and Perk Labs Inc. (CSE:PERK). Mr. Power is a director of a number of private companies and non-profit charitable organizations. Significant Conditions to Closing Completion of the Transaction is subject to a number of conditions precedent under the Letter of Intent including but not limited to: (i) satisfactory due diligence review by UpStart; (ii) approval of the shareholders of UpStart and Phoenix (if required); (iii) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the TSXV; and (iv) closing of the Subscription Receipt Private Placement. There is no assurance that the Transaction or the Private Placement will be completed on the terms proposed above, or at all. The parties shall work towards entering into a definitive agreement with respect to the Transaction, which shall contain the terms and conditions set out in the Letter of Intent and such other terms and conditions as are customary for transactions of the nature and magnitude contemplated therein. Sponsorship Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship requirement is obtained. UpStart intends to apply for a waiver from sponsorship for the Transaction. There is no assurance that a waiver from this requirement will be obtained. The Financial Statements of Phoenix The financial statements of Phoenix are currently being generated and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4 of the TSXV Corporate Finance Manual. Additional Information Additional information with respect to Phoenix and the Transaction will be included in UpStart's filing statement to be filed in connection with the Transaction, which will be available in due course under UpStart's SEDAR+ profile at Appointment of CFO The Company also announces the resignation of Frank Gattinger as a director and the Chief Financial Officer of the Company effective as of the date hereof – the Company thanks Mr. Gattinger for his dedication and services to the Company. The Company is pleased to welcome Arnab De as a director and Chief Financial Officer of the Company effective immediately. A biography of Arnab De is provided below: Arnab De Mr. Arnab Kumar De, CPA, CGMA, CMA, MBA, is a strong, seasoned executive with more than 20 years of experience in financial management, financial planning, business optimization and strategy development. He is a principal of Resurgent Montreal Inc., a financial management consulting firm. Mr. De provides CFO and financial advisory services to several public and private companies. About UpStart Investments Inc. UpStart is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. Cautionary Note Completion of the Transaction is subject to several conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV 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 filing statement or management information circular to be prepared in connection with the 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. The TSXV 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 UpStart Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. UpStart is a reporting issuer in Alberta, British Columbia, Ontario, and Québec. Forward-Looking Statements Certain information in this press release may contain forward-looking statements. The forward-looking statements and information in this press release include information relating to the business plans of the Resulting Issuer, the completion of the Private Placement and the Transaction, the appointment of the directors and officers of the Resulting Issuer, the application for a waiver of the sponsorship requirements, and completion of the closing conditions described above, including receipt of approval from the TSXV. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that the Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Private Placement. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; there is no assurance that UpStart and Phoenix will obtain all requisite approvals for the Transaction, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Transaction); and the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. Additional information identifying risks and uncertainties is contained in filings by UpStart with the Canadian securities regulators, which filings are available at
Yahoo
4 days ago
- Business
- Yahoo
UPSTART INVESTMENTS ENTERS INTO DEFINITIVE AGREEMENT TO COMPLETE QUALIFYING TRANSACTION AND ANNOUNCES NEW DIRECTOR AND CFO
/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./ MONTREAL, May 27, 2025 /CNW/ - UPSTART INVESTMENTS INC. (TSXV: UPT.P) ("UpStart" or the "Company") is pleased to announce that it has entered into a binding letter of intent dated May 23, 2025 (the "Letter of Intent") with Portail Phoenix Inc. (the "Phoenix"), a private company incorporated and existing under the Canada Business Corporations Act, pursuant to which the parties will complete a reverse takeover transaction of UpStart by Phoenix (the "Transaction"). The Transaction is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 of the TSX Venture Exchange (the "TSXV")). Pursuant to the Transaction, UpStart is anticipated to be renamed to a name to be agreed upon by UpStart and Phoenix (the "Resulting Issuer"). Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be listed on the TSXV as a Tier 2 Issuer. Trading of the common shares of UpStart ("UpStart Shares") will remain halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed and accepted by the TSXV and permission to resume trading is obtained from the TSXV. The UpStart Shares were initially halted in connection with the Company's previously announced Qualifying Transaction with Megawattage, LLC – the Company confirms that such transaction was terminated and will no longer be pursued. All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise. The Qualifying Transaction Pursuant to the Letter of Intent, the parties agreed, subject to satisfaction of certain conditions precedent: Phoenix shall subdivide (the "Phoenix Split") the issued and outstanding common shares of Phoenix (the "Phoenix Shares") from 1,521,500 Phoenix Shares to 38,666,667 Phoenix Shares; and the holders of the Phoenix Shares will be issued one UpStart Share for each Phoenix Shares held. There are currently no outstanding convertible securities of Phoenix. Information About Phoenix Phoenix is a vertically integrated wellness company that offers a comprehensive ecosystem of services and products dedicated to personal development, holistic health, and mindful living. Through its flagship brand Studio Diva Yoga, Phoenix operates a growing network of physical and virtual studios providing yoga, meditation, and therapeutic movement programs. The company also owns and manages Campus, a proprietary educational platform launching in late September 2025. This platform will replace the current third-party-hosted Université Internationale Yogami, and will serve as the new cornerstone for professional training, continuing education, and instructor certification in the wellness sector. Built in-house, Campus is designed to offer enhanced scalability, advanced analytics, and integrated affiliate tools to better serve educators and learners alike. Phoenix's ecosystem includes Boutique Nouveau Yoga, a multi-country distribution channel for wellness accessories; Esprit Médias, its France-based publishing house responsible for editorial content and magazine publications; and Agence Blue Ocean, a digital marketing firm supporting both internal brands and external wellness-focused clients. With operations in Canada, the European Union, Switzerland, and Madagascar, Phoenix combines operational excellence with a mission-driven approach to democratize access to high-quality wellness education and experiences. The company is entering a new phase of accelerated growth fueled by strategic acquisitions, international franchise expansion, and the unification of its signature methods under the new umbrella brand HOLIX. The Transaction will not constitute a Non-Arm's Length Qualifying Transaction (as such term is defined in Policy 2.4 of the TSXV) or a related party transaction (as such term is defined in defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions). Concurrent Private Placement In connection with the Transaction, Phoenix shall complete: a concurrent private placement financing (the "Subscription Receipt Private Placement") for minimum aggregate gross proceeds of $1,750,000 up to $3,000,000 (or such other amount as may be required by the policies of the TSXV) pursuant to an offering of subscription receipts of Phoenix ("Subscription Receipts"), to be sold at an issue price of $0.15 per Subscription Receipt (the "Financing Price"), or such other price as may be agreed to by the parties. Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration and without further action on the part of each holder, one Phoenix Share on a post-Phoenix Split basis, subject to adjustment, upon the satisfaction or waiver of the escrow release conditions to be agreed upon by the parties (the "Escrow Release Conditions"). At closing of the Transaction, each Phoenix Share issued pursuant to the conversion of a Subscription Receipt will be automatically exchanged for one Resulting Issuer Share; and a concurrent private placement financing of debentures of Phoenix (the "Debenture Private Placement" and together with the Subscription Receipt Private Placement, the "Private Placement") for gross proceeds of a maximum of $250,000, convertible at a discount of 25% of the Financing Price and on such other terms as agreed to between UpStart and Phoenix. Proceeds from the Subscription Receipt Private Placement will be held in escrow pending satisfaction of the Escrow Release Conditions, which shall include receipt of conditional approval of the Transaction. If the Transaction does not close, proceeds will be returned to subscribers with pro rata interest. The Resulting Issuer intends to use the net proceeds from the Private Placement to complete the Transaction and to satisfy business development and working capital requirements. Finders Fees In connection with and upon completion of the Transaction, the Resulting Issuer shall pay finders fee to two arm's length parties in the amount of $125,000 and $150,000, respectively (the "Finders' Fees"). The Finders' Fees shall be paid and satisfied through the issuance of common shares of the Resulting Issuer (the "Resulting Issuer Shares") at a deemed price of $0.15 per Resulting Issuer Share. Insiders of the Resulting Issuer Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of [3] nominees, all appointed by Phoenix. The directors of the Resulting Issuer are anticipated to be: (i) Patrick Lussier (Chairman); (ii) Maryse Lehoux; (iii) Patrick Power;. The senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer concurrent with the closing of the Transaction, anticipated to include, Patrick Lussier, Chief Executive Officer and Maryse Lehoux as Chief Financial Officer and Corporate Secretary. Biographies of each anticipated director and officer is provided below: Patrick Lussier – CEO and EVP of Mergers & Acquisitions, Portail Phoenix Inc. Patrick Lussier is a results-driven entrepreneur and strategic leader with over 25 years of experience managing complex projects and scaling high-growth companies. As Chief Executive Officer and Executive Vice-President of Mergers & Acquisitions at Phoenix, Patrick is responsible for corporate strategy, global expansion, and portfolio integration. He is the architect of Phoenix's acquisition roadmap and has played a key role in transforming the organization into a multi-brand ecosystem operating across North America, the European Union, Switzerland, and Madagascar. With a strong background in real estate, sustainable development, and international business, Patrick brings a unique combination of operational rigor and creative deal-making to the group. Currently completing an Integrated Doctorate in Business Administration (DBA), Patrick is also a seasoned mentor and public speaker who champions purposeful entrepreneurship and life balance. His leadership is defined by transparency, agility, and a relentless focus on creating long-term value for stakeholders. Maryse Lehoux – Co-Founder, CFO and Chief Vision Officer, Portail Phoenix Inc. Maryse Lehoux is the heart and soul behind Diva Yoga, a transformative method that empowers women worldwide through conscious movement, self-care, and personal alignment. As Co-Founder and Chief Vision Officer of Phoenix, she has built one of the most influential wellness communities in the francophone world, with a reach that extends to hundreds of thousands of women globally. A Certified Public Accountant (CPA) and holder of a university degree in writing and translation, Maryse brings a rare blend of financial acumen and communication excellence to the leadership team. She serves on Phoenix's Board of Directors as Chief Financial Officer, where she oversees financial governance and leads investor communications with clarity and integrity. Deeply aligned with Phoenix's mission, Maryse ensures that every initiative remains rooted in authenticity, feminine leadership, and the company's founding values. Her unique ability to bridge vision and precision makes her a driving force in both brand inspiration and strategic execution. Patrick J. Power, Chairman & President, James Edward Capital Corporation Mr. Power is a senior finance and technology executive with over 40 years of experience founding and/or participating in the start-up teams of a number of successful companies. Mr. Power holds Bachelor of Science and Master of Science degrees in Computer Science from the Western University. Mr. Power has founded and/or has participated in the startup teams of Xicom Technologies Corporation (Co-founder), Corel Systems Corporation (member of founding team), Newbridge Networks Corporation (member of founding team), Nuvo Network Management Inc. (Founder), SteppingStone Capital Corporation (Founder) and James Edward Capital Corporation (Founder). Mr. Power's operational experience has included specific responsibility for product management, research and development, manufacturing, sales and marketing, strategic planning and finance. Since 1990 Mr. Power has been an investment banker primarily serving emerging growth companies. Financial experience has included the structuring and negotiating of management buyouts, private and public financings (debt and equity), mergers and acquisitions, and transitioning companies from private to public status. Financial transactions have been structured with a broad range of North American and international investors. Mr. Power is Chairman and President of James Edward Capital Corporation, an Ottawa-based boutique investment bank focused on emerging growth companies. Mr. Power is the President of Ekin Capital Corporation, a private family office and President of Ekin Ventures Corporation, a private business advisory company. Since 2002, James Edward Capital has advised a number emerging growth companies. Mr. Power is an experienced public company director. Past public directorships include InBusiness Solutions Inc. (Chairman) (formerly TSX: BIZ), Nuvo Network Management Inc. (Chairman) (formerly TSXV: NNM) and Perk Labs Inc. (CSE:PERK). Mr. Power is a director of a number of private companies and non-profit charitable organizations. Significant Conditions to Closing Completion of the Transaction is subject to a number of conditions precedent under the Letter of Intent including but not limited to: (i) satisfactory due diligence review by UpStart; (ii) approval of the shareholders of UpStart and Phoenix (if required); (iii) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the TSXV; and (iv) closing of the Subscription Receipt Private Placement. There is no assurance that the Transaction or the Private Placement will be completed on the terms proposed above, or at all. The parties shall work towards entering into a definitive agreement with respect to the Transaction, which shall contain the terms and conditions set out in the Letter of Intent and such other terms and conditions as are customary for transactions of the nature and magnitude contemplated therein. Sponsorship Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship requirement is obtained. UpStart intends to apply for a waiver from sponsorship for the Transaction. There is no assurance that a waiver from this requirement will be obtained. The Financial Statements of Phoenix The financial statements of Phoenix are currently being generated and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4 of the TSXV Corporate Finance Manual. Additional Information Additional information with respect to Phoenix and the Transaction will be included in UpStart's filing statement to be filed in connection with the Transaction, which will be available in due course under UpStart's SEDAR+ profile at Appointment of CFO The Company also announces the resignation of Frank Gattinger as a director and the Chief Financial Officer of the Company effective as of the date hereof – the Company thanks Mr. Gattinger for his dedication and services to the Company. The Company is pleased to welcome Arnab De as a director and Chief Financial Officer of the Company effective immediately. A biography of Arnab De is provided below: Arnab De Mr. Arnab Kumar De, CPA, CGMA, CMA, MBA, is a strong, seasoned executive with more than 20 years of experience in financial management, financial planning, business optimization and strategy development. He is a principal of Resurgent Montreal Inc., a financial management consulting firm. Mr. De provides CFO and financial advisory services to several public and private companies. About UpStart Investments Inc. UpStart is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. Cautionary Note Completion of the Transaction is subject to several conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV 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 filing statement or management information circular to be prepared in connection with the 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. The TSXV 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 UpStart Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. UpStart is a reporting issuer in Alberta, British Columbia, Ontario, and Québec. Forward-Looking Statements Certain information in this press release may contain forward-looking statements. The forward-looking statements and information in this press release include information relating to the business plans of the Resulting Issuer, the completion of the Private Placement and the Transaction, the appointment of the directors and officers of the Resulting Issuer, the application for a waiver of the sponsorship requirements, and completion of the closing conditions described above, including receipt of approval from the TSXV. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that the Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Private Placement. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; there is no assurance that UpStart and Phoenix will obtain all requisite approvals for the Transaction, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Transaction); and the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. Additional information identifying risks and uncertainties is contained in filings by UpStart with the Canadian securities regulators, which filings are available at UpStart 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 UpStart. 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. SOURCE UpStart Investments Inc. View original content: Sign in to access your portfolio
