TORONTO, ONTARIO — (Marketwired) — 10/04/16 — Ellipsiz Communications Ltd. (formerly NXA Inc.) (TSX VENTURE: ECT) (the “Company”) announces that a Notice previously issued by CST Trust Company announcing that a special meeting of shareholders had been requested by the Company, and setting a meeting dated of November 28, 2016, was issued in error.
Contrary to the notice issued by CST Trust Company dated September 29, 2016 (the “September 29 Notice”), the Company did not “request” that a notice be issued of a special meeting of shareholders. Contrary to the September 29 Notice, no special meeting of shareholders has been scheduled to be held on November 28, 2016. There is no meeting of shareholders currently scheduled by the Company, with the last such meeting of shareholders having occurred as part of the Annual General Meeting on June 30, 2016, at which time the Board of Directors, as currently constituted, was duly elected by the shareholders.
By resolution dated September 19, 2016, in respect of a shareholder requisition for a special meeting of shareholders issued by Tat Lee (Michael) Koh received by the Board on August 30, 2016, the Board resolved that in accordance with s.105(3) and s.99(5)(b) of the Business Corporations Act (Ontario) (“OBCA”), it was refusing Mr. Koh–s requisition to call a special meeting of shareholders.
Pursuant to s.105(4) of the OBCA, the right of a shareholder to call a meeting of shareholders is “subject to” the application of s.105(3). The Board concluded that Mr. Koh–s request for a shareholder meeting is for the primary purpose of enforcing a personal claim, or redressing a personal grievance against the corporation or its directors, officers or security holders, and therefore the Board, as is its right in these circumstances, refused the request to call a meeting of shareholders.
In circumstances where a Board of Directors of a corporation incorporated pursuant to the OBCA refuses a shareholders requisition for a meeting of shareholders, a shareholder has no authorization to call a meeting of shareholders. The September 29 Notice, together with a press release issued by Mr. Koh dated September 29, 2016 (the “September 29 Release”) purporting to announce that a meeting of shareholders was scheduled for November 28, 2016, was issued without the Company–s authorization.
The Company wishes to make it clear that any meeting that may be held on November 28, 2016 further to the September 29, 2016 Notice and the September 29 Release, would not be a meeting of shareholders validly constituted to transact business, and therefore any resolution that may be passed would be a nullity.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Grant Sawiak
416-917-2816
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