Share this story:

Sunora Updates Going Private Transaction



CALGARY, ALBERTA – TheNewswire - April 22, 2021 –  Sunora Foods Inc. (the “Corporation” or “Sunora”) (TSXV:SNF) Calgary, Alberta announces that further to the Corporation’s news releases dated January 21, 2021 and March 16, 2021, the Corporation announces details for the meeting date (“Meeting”) scheduled for May 10, 2021. The management information circular has been mailed to shareholders and was filed on SEDAR on April 16, 2021.

To participate, vote or submit questions during the Meeting, please refer to the following dial-in instructions:

Dial-in Toll-Free: 1-888-433-2192

Participant Code: 8832221

The Meeting is to be held for the following purposes:

1. To consider, pursuant to an interim order of the Court of Queen’s Bench of Alberta dated April 6, 2021 (the “Interim Order”), and, if thought advisable, to pass, with or without amendment, a special resolution (the “Arrangement Resolution”), the full text of which is set forth in Appendix “A” to the accompanying Management Proxy Circular (the “Circular”), to approve an arrangement (the “Arrangement”) under section 193 of the Business Corporations Act (Alberta) (“ABCA”) whereby, among other things, 2326230 Alberta Ltd.(the “Purchaser”) will acquire 100% of the issued and outstanding Common Shares held by Shareholders, for consideration of $0.17 in cash for each Common Share (the “Consideration”); and

2. to act upon such other matters, including amendments to the foregoing, as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

If the Arrangement is approved, all of the Corporation’s outstanding common shares will be acquired by the Purchaser at a price of $0.17 per common share, for an aggregate purchase price of CDN.$6,893,131 (the “Consideration”). Following completion of the Arrangement, the Corporation will apply to have its common shares delisted from the TSX Venture Exchange and will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it currently reports. The Purchaser has advanced a CDN.$100,000 deposit to be applied against the Consideration, which is refundable if the Arrangement does not close.

The Arrangement is subject to approval by the Court of Queen’s Bench of Alberta (the “Court”) and shareholder approval. A special meeting of shareholders of the Corporation has been set for May 10, 2021 (the “Meeting”), at which the Arrangement must be approved by 2/3rds of the voting common shares. The precise timing of the Meeting may be affected by COVID-19 restrictions and possible court closures, however at this time no such delays are expected. If approved at the Meeting, it is expected the Arrangement will close on or before May 31, 2021 (the “Effective Date”).

For further information, please contact:

Dean Stuart

Investor Relations

T: (403) 617-7609

E: dean@boardmarker.net

Steve Bank

Chief Executive Officer and President

T: (403) 247-8300

E: steve.bank@sunora.com

 

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.

 

Caution Regarding Forward-Looking Information Forward-looking statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as “believes”, “may”, “likely”, “plans”, or similar words. Forward- looking statements included in this news release include statements with respect to (i) the Corporation’s plan to not have any public shareholders; (ii) the Corporation’s plan to de-list from the TSX Venture Exchange; (iii) the Corporation’s plan to apply to cease being a reporting issuer; (iv) expectations regarding the Consideration to be paid to the shareholders; and (v) expectations about the Arrangement’s Effective Date. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Arrangement is subject to several conditions described in the news release as well as other customary conditions and there is no guarantee all of these conditions will be satisfied. If any of the conditions to the Arrangement are not satisfied, the Arrangement may not be completed. Readers should not assume that any or all of the conditions will be met or that the Arrangement will be completed by the target date. Readers are cautioned that the assumptions used in the preparation, may prove to be imprecise and, as such, undue reliance should not be placed on the forward-looking statements.  The Corporation does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.

Not for distribution to U.S. Newswire Services or for dissemination in the United States.