Family Memorials Announces Shareholders’ Approval of Amalgamation



Thunder Bay, Ontario (FSCwire) - Family Memorials Inc. (TSXV-FAM) (the “Corporation”) announces that, further to its press release issued December 15, 2017, the shareholders of the Corporation at the annual and special meeting of shareholders held on January 16, 2018, approved the amalgamation (the “Amalgamation”) of the Corporation with 1142431 B.C. Ltd. (“Kellco”) to form an amalgamated corporation (”Amalco”).

 

Under the terms of the Amalgamation, Scott C. Kellaway (the “Acquiror”) will receive the common shares of Amalco and the shareholders of the Corporation (the “Public Shareholders”), other than the Acquiror, will receive Class A preferred shares of Amalco which in turn shall be deemed to be immediately exchanged for common shares of Thunder River Enterprises Inc. (“Thunder River”) on the basis of one Thunder River common share for one Amalco Class A preferred share.

 

The Amalgamation, if consummated, will constitute a “business combination” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Amalgamation was approved by 97.74% of the votes cast by all of the shareholders of the Corporation and by 97.51% of the votes cast by the majority of the minority shareholders, as defined in MI 61-101.

 

The closing of the Amalgamation is subject to the satisfaction of a number of conditions precedent customary for transactions of this nature.

 

The Amalgamation will result in the Corporation being taken private and delisted from the TSX Venture Exchange.  The Corporation will concurrently make an application to the securities regulatory authorities for an order that the Corporation will no longer be a reporting issuer under applicable Canadian securities laws.

 

The Amalgamation is more fully described in the management information circular of the Corporation dated December 15, 2017 which is available on the Corporation’s SEDAR profile at www.sedar.com.

 

For information, please contact:

 

Scott C. Kellaway

Family Memorials Inc.

(807) 577-6463

familymemorials@tbaytel.net

 

NEITHER THE 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.

 

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

 

Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to the completion of the Amalgamation and obtaining the applicable regulatory approvals required with respect to the Amalgamation. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Corporation disclaims any intent or obligation to update forward-looking statements or information except as required by law.



To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/FamilyMem01162018.pdf

Source: Family Memorials Inc. (TSX Venture:FAM)

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