Copland Road Capital Corporation Announces Results of Annual General and Special Meeting and Court Approval of Plan of Arrangement

December 16, 2022 6:45 AM EST | Source: Copland Road Capital Corporation

Vancouver, British Columbia--(Newsfile Corp. - December 16, 2022) - Copland Road Capital Corporation (CSE: CRCC) announced today that all resolutions were unanimously passed at its Annual General and Special Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the shareholders voted in favour of:

  1. fixing the number of directors of the Company at four;

  2. electing Jared Carroll, Bruce Langstaff, Jennifer Law, and Scott Kelly as directors to hold office until the date of the next meeting of shareholders or until their successors are elected or appointed;

  3. appointing Dale Matheson Carr-Hilton Labonte LLP as auditors of the Company and authorizing the directors to fix their remuneration; and

  4. approving the proposed plan of arrangement (the "Arrangement") involving the Company and Broomloan Road Capital Corporation, Edmiston Drive Capital Corporation, Bothwell Road Capital Corporation, Goram Capital Corporation, and James Bell Capital Corporation (each a "SpinCo").

Subsequent to the Annual Meeting, the Company received a final order from the Supreme Court of British Columbia on December 13, 2022 approving the Arrangement as particularized in the Management Information Circular dated November 14, 2022 (the "Circular"). Pursuant to the Plan of Arrangement, subject to certain conditions, Copland Road Shareholders shall dispose of all of their Copland Road common shares to the Company and in consideration therefor, Copland Road shall issue to the Copland Road Shareholder: (a) the same number of a newly created class of shares without par value with no maximum number and with the identifying name "Class B Common shares" (the "Copland Road New Common Shares"); (b) such number of common shares of each SpinCo equal to the product of the number of Copland Road New Common Shares held and .25 (the "Conversion Factor") (the "Distributed Securities"). Copland Road Shareholders will receive Distributed Securities in proportion to their shareholdings in Copland Road and there will be no effective change in such Copland Road Shareholders' existing interests in Copland Road. The Company anticipates the implementation of the Arrangement not later than January 31, 2023. Following completion of the Plan of Arrangement, Copland Road will continue to carry on its primary business activities as an investment issuer.

For further information, please contact:

Bruce Langstaff, Executive Chairman
(647) 242-4258

Cautionary Statements

Certain statements included herein are forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are subject to certain risks and uncertainties. Forward-looking statements can be identified by words such as: "anticipate", "intend", "plan", "goal", "seek", "believe", "expect", "future", "likely", "may", "should", "will" and similar references to future periods. Examples of forward-looking statements include, the timing and implementation of the Plan of Arrangement. Important factors that could cause actual results to differ, materially from the Company's expectations are disclosed in the Company's documents filed from time to time with the CSE, the British Columbia Securities Commission, the Ontario Securities Commission, and the Alberta Securities Commission. The Company has no obligation to update such forward-looking statements except as required by applicable law.

Neither the Canadian Securities Purchase nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Purchase) accepts responsibility for the adequacy or accuracy of this release.


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