Plan of Arrangement
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Tornado Infrastructure Equipment Announces Filing of Circular and Receipt of Interim Order in Relation to Proposed Plan of Arrangement With the Toro Company
Accessnewswire· 2025-11-10 12:30
Core Viewpoint - The Board of the Company recommends that Securityholders vote in favor of the Arrangement Resolution, emphasizing the importance of every vote regardless of the number of securities held [1] Summary by Relevant Sections - **Voting Importance** - Every vote is deemed important, irrespective of the quantity of securities held by the Securityholders [1] - **Board Recommendation** - The Board explicitly recommends a vote FOR the Arrangement Resolution, indicating a strategic direction for the Company [1]
Global Helium Corp. Waives Proxy Voting Cut-Off Time for Upcoming Meeting of Shareholders and Extends Election Deadline for Plan of Arrangement
Globenewswire· 2025-10-15 02:19
Core Points - Global Helium Corp. has announced changes to proxy voting and share exchange deadlines due to a postal strike affecting Canada Post services [1][2][3] Proxy Voting and Meeting Details - The annual and special meeting of shareholders is scheduled for October 16, 2025, at 11:00 a.m. Calgary time, with a new proxy voting cut-off time set for October 16, 2025, at 9:00 a.m. Calgary time [1][3] - Shareholders will consider a special resolution for a proposed plan of arrangement where the Purchaser will acquire all issued and outstanding securities of the Company [3] Shareholder Considerations - Common shareholders will receive cash consideration of $0.05 per common share, with options for those holding over 250,000 shares to elect for Purchaser Shares instead [4] - Preferred shareholders will also receive $0.05 per preferred share plus accrued unpaid dividends, with similar options for those exceeding 250,000 Purchaser Shares [5] Documentation and Communication - Eligible shareholders are advised to refer to the Management Information Circular for details on electing to receive Purchaser Shares [6] - The Circular and related materials have been filed on SEDAR+ and are available on the Company's website [7][8]
Global Helium Corp. Confirms Mailing of Circular for Upcoming Meeting of Shareholders for Plan of Arrangement
Globenewswire· 2025-09-25 16:10
Core Viewpoint - Global Helium Corp. is moving forward with a proposed arrangement to be acquired by 2679158 Alberta Ltd., with a special resolution to be voted on by shareholders at an upcoming meeting on October 16, 2025 [1][4]. Group 1: Arrangement Details - The management information circular has been mailed to shareholders, detailing the proposed arrangement and encouraging shareholder participation in the vote [2]. - An interim order was granted by the Court of King's Bench of Alberta on September 4, 2025, related to the arrangement [3]. - Approval of the arrangement requires a 66⅔% affirmative vote from shareholders present at the meeting, along with a simple majority excluding certain votes as specified [4]. Group 2: Board and Committee Actions - The arrangement agreement was the result of a comprehensive review and negotiation process led by a special committee of independent directors [5]. - The board of directors unanimously approved the arrangement, with one director abstaining due to a conflict of interest, and determined it to be fair to shareholders [6]. Group 3: Shareholder Support - Directors, officers, and certain shareholders collectively holding approximately 52.5% of the shares have entered into voting support agreements to vote in favor of the arrangement [8]. Group 4: Timeline and Conditions - The arrangement is targeted for completion around October 24, 2025, pending satisfaction of remaining conditions [7].
Prime Mining Receives FOR Recommendation from Leading Independent Proxy Advisory Firm Regarding Plan of Arrangement with Torex Gold; Securityholders are Reminded of Voting Deadline for Upcoming Special Meeting
Globenewswire· 2025-09-18 22:36
Core Viewpoint - Prime Mining Corp. has received a recommendation from Glass Lewis to vote "FOR" the plan of arrangement with Torex Gold Resources Inc., indicating a favorable outlook for shareholders [1][2]. Summary by Sections Transaction Overview - The transaction is viewed as offering a compelling balance of immediate value and long-term upside, supported by a fair and well-structured process [2]. - The acquisition is deemed to be in the best interests of Prime Mining's shareholders due to the premium offered and the strategic rationale behind the deal [2]. Voting Information - Securityholders are reminded of the proxy voting deadline set for September 25, 2025, at 2:00 PM (Vancouver Time) [3]. - A special meeting for Securityholders will take place on September 29, 2025, at 2:00 PM (Vancouver Time) to approve the arrangement [6]. Board Recommendation - The Board of Directors of Prime unanimously recommends that Securityholders vote FOR the arrangement with Torex Gold Resources Inc. [4]. Additional Information - For further details regarding the arrangement, Securityholders can refer to the management information circular available on SEDAR+ and Prime's website [5].