Gold Miners Split Corp. Announces Shareholder Approval of ETF Restructuring and Related Transaction Details
Toronto, Ontario--(Newsfile Corp. - September 10, 2020) - Evolve Funds Group Inc. ("Evolve"), on behalf of Gold Miners Split Corp. (NEO: GLC) (the "Company"), is pleased to announce that at an adjourned special meeting of the shareholders of the Company held on September 10, 2020 (the "Meeting"), shareholders of the Company approved all matters relating to the proposed reorganization of the Company, including the payment of a capital gains distribution on the Class A shares of the Company (the "Class A Shares"), the redemption of the preferred shares of the Company (the "Preferred Shares") and the re-designation of certain of the Class A Shares into exchange traded fund shares (the "ETF Shares") of a new class of shares of the Company (collectively, the "Restructuring").
The required shareholder approval thresholds were met, with the Restructuring being approved by (i) approximately 97.77% of the votes cast by holders of Preferred Shares present in person or represented by proxy at the Meeting, (ii) 100.00% of the votes cast by holders of Class A Shares present in person or represented by proxy at the Meeting; and (iii) 100.00% of the votes cast by holders of common shares of the Company present in person or represented by proxy at the Meeting.
The approval of the Restructuring follows a proposal announced by press release on June 22, 2020 and published by Evolve in a management information circular dated August 5, 2020 (the "Circular"), both of which are available at www.sedar.com. The necessary Independent Review Committee approval was also received.
The Restructuring is anticipated to provide numerous benefits to shareholders, as described further in the Circular.
It is expected that the principal steps of the Restructuring will be effected on September 18 and 21, 2020, as further described below, or such other date(s) as Evolve may determine at its sole discretion. Evolve anticipates that the Class A Shares and Preferred Shares will continue to trade as normal on the facilities of the Neo Exchange Inc. (the "NEO Exchange") until September 21, 2020 and that the ETF Shares will begin trading under the same symbol, "GLC", on September 22, 2020.
Process of the Restructuring
The process for the Restructuring will involve the following:
- A capital gains dividend in the amount of $10.32 per Class A Shares will be paid on September 18, 2020 to shareholders of record on September 15, 2020;
- Articles of amendment of the Company, substantially in the form attached as Schedule "J" to the Circular, will be filed effective as of September 21, 2020 to, among other things:
change the name of the Company to "Evolve Fund Corp.";
provide that all of the Preferred Shares will be redeemed at a price of $11.15 per share;
provide that holders of Class A Shares who submitted redemption notices in accordance with the Circular will have their Class A Shares redeemed at a price of $17.22 per share (the "Redeemed Class A Shares"); and
to provide that all of the Class A Shares other than the Redeemed Class A shares will be re-designated as ETF Shares of a new class of non-voting shares of the Company called "Evolve Gold Miners Fund" (the "ETF").
- Evolve will amend certain agreements of the Company to reflect the Restructuring, the directors of the Company will be changed to Raj Lala, Elliot Johnson, Scharlet Igo and Keith Crone, and Scharlet Igo will become the Chief Financial Officer of the Company.
- Subject to the requirements of the NEO Exchange, the ETF Shares will begin trading under the same symbol, "GLC", on September 22, 2020.
- Subject to the receipt of all regulatory approvals and any required exemptive relief, on or after September 22, 2020, Evolve will file a final long form prospectus in respect of the ETF (the "Final Prospectus"), pursuant to which the ETF Shares will be continuously offered for sale to the public at a price per share equal to the net asset value per ETF Share. Evolve previously filed a preliminary long form prospectus in respect of the ETF dated August 17, 2020 (together with the Final Prospectus, the "Prospectus"). As further described in the Circular, the investment objectives, strategies and restrictions of the ETF Shares, as well as certain fees, will be different in certain respects for the ETF Shares versus the Class A Shares. Please see the Circular and the Prospectus for more details.
As further described in the Circular, if a holder of Class A Shares submitted a retraction notice in respect of such shares outside of the voluntary redemption notices for the Redeemed Class A Shares, and such retraction has not been completed prior to the effective date of the Restructuring, such retraction will be automatically cancelled, and such Class A Shares will be re-designated as ETF Shares.
All costs and expenses of the Restructuring will be borne by the Company.
Further information regarding the Restructuring and the ETF is available on the profiles on the SEDAR website for the Company and the ETF at www.sedar.com.
Evolve is one of Canada's fastest growing ETF providers since launching its first suite of ETFs via the Toronto Stock Exchange in September 2017. Evolve is a leader in thematic ETFs and specializes in bringing innovative ETFs to Canadian investors. Evolve's suite of ETFs provide investors with access to: (i) long term investment themes; (ii) index-based income strategies; and (iii) some of the world's leading investment managers. Established by a team of industry veterans with a proven track record of success, Evolve creates investment products that make a difference. For more information, please visit www.evolveetfs.com.
There are ongoing fees and expenses associated with owning shares of an investment fund. An investment fund must prepare disclosure documents that contain key information about the Company. You can find more detailed information about the Company in the public filings available at www.sedar.com. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws, including statements regarding the completion, timing and details of the Restructuring, the features of the ETF and the ETF Shares, the redemption price of the Preferred Shares, the redemption rights of the holders of the Class A Shares, the redemption price of the Redeemed Class A Shares, the re-designation of the Class A Shares as ETF Shares, the listing of the ETF Shares on the NEO Exchange, the composition of management and the board of directors of the Company following the Restructuring, any anticipated benefits of the proposed Restructuring, the receipt of a final prospectus for the ETF, and the receipt of all necessary regulatory and stock exchange approval, if at all. In some cases, forward-looking information can be identified by terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. These forward-looking statements are made of the date hereof and we assume no obligation to update or revise them to reflect new events or circumstances. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Although each of Evolve and the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because neither Evolve nor the Company can give any assurances that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements and forward-looking information. The statements in this press release are made as of the date of this release.
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