ARMADA SHAREHOLDERS APPROVE AMALGAMATION
FOR GOING PRIVATE TRANSACTION
Mississauga, Ontario, October 28, 2024 – Armada Data Corporation (“Armada” or the “Company”) (TSXV: ARD) is pleased to announce that shareholders of the Company (“Shareholders”), at a special meeting of Shareholders held today, approved the previously announced acquisition agreement dated September 4, 2024 (“Acquisition Agreement”) with 1498798 B.C. Ltd., (the “Acquiror”), James Matthews (“Matthews”), a director and Chief Executive Officer of Armada, Eli Oszlak (“Oszlak”), a director and Chief Technical Officer of Armada, and 2190960 Ontario Ltd. (“Matthews Holdco”), a corporation controlled by Matthews, pursuant to which Matthews, Oszlak and Matthews Holdco through the Acquiror agreed to acquire all of the outstanding common shares of Armada (“Common Shares”), other than Common Shares already held by Matthews, Oszlak and Matthews Holdco, at a price of $0.04 per Common Share (the “Transaction”).
The Transaction will be effected by an amalgamation of Armada and Acquiror, a newly-incorporated corporation wholly-owned by Matthews and Oszlak, under the provisions of the Business Corporations Act (British Columbia) (the “Amalgamation”). Pursuant to the Amalgamation, all of the issued and outstanding Common Shares, other than those already held by Matthews, Oszlak and Matthews Holdco will be converted, on a one-for-one basis, into redeemable preferred shares (“Redeemable Shares”) of the amalgamated corporation (“Amalco”). The Redeemable Shares will then be immediately redeemed by Amalco in exchange for $0.04 per Redeemable Share payable in cash.
The detailed voting results regarding approval of the special resolution in connection with the Transaction are as follows. A total of 11,185,614 votes were cast by holders of Common Shares, representing 63.3% of the total issued and outstanding Common Shares. Of those votes cast: (i) 10,130,416 Common Shares, representing 90.57%, were voted in favour of the Transaction; and (ii) of the votes cast by Shareholders other than persons whose votes were excluded in accordance with Multilateral Instrument 61-101: Protection of Minority Security Holders in Special Transactions, 4,377,333 Common Shares, representing 80.58%, were voted in favour of the Transaction.
Subject to obtaining all required approvals and satisfying all required conditions, the Transaction is expected to close on or about October 29, 2024.
Following closing of the Transaction, the Common Shares will be de-listed from the TSX Venture Exchange (the “TSXV”) and will no longer be available for trading on the TSXV.
For more information about Armada, please contact:
Armada Data Corporation
Mr. R. James Matthews, President & CEO
Tel: 905-624-4913
Email: investors@armadadatacorp.ca
About Armada Data Corporation
Armada is a Canadian publicly traded Information & Marketing Services Company providing accurate and real-time data to institutional and retail customers, through developing, owning and operating automotive pricing-related web sites and providing information technology and marketing services to its clients.
Additional information relating to Armada Data Corporation is filed on SEDAR+ and can be viewed at www.sedarplus.com.
Forward-Looking Statements
Certain of the information contained in this news release constitutes ‘forward-looking statements’ within the meaning of securities laws. Such forward-looking statements, including but not limited to statements relating to the Transaction and the proposed Amalgamation under the Acquisition Agreement; the ability of the parties to satisfy the conditions to closing of the Transaction; and the anticipated timing of the completion of the Transaction, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
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.