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IBEX TECHNOLOGIES INC. M&A Activity 2024

Apr 10, 2024

42661_rns_2024-04-10_0d16c4bc-1191-44a5-9574-dbaadc165c49.pdf

M&A Activity

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IBEX TECHNOLOGIES INC.

NOTICE OF CHANGE IN CORPORATE STRUCTURE

(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations )

1. Names of the Parties to the Transaction

IBEX Technologies Inc. (“ IBEX ”).

15720273 Canada Inc. (“ 15720273 ”), a wholly-owned subsidiary of BBI Solutions OEM Limited (“ BBI ”).

2. Description of the Transaction

Effective April 8, 2024, IBEX amalgamated with 15720273 pursuant to the Canada Business Corporations Act (the “ Amalgamation ”) under the name IBEX Technologies Inc. (“ Amalco ”), substantially upon the terms and conditions set out in an acquisition agreement dated February 9, 2024 between IBEX, on the one hand, and 15720273 and BBI, on the other hand, and an amalgamation agreement dated April 8, 2024 between IBEX and 15720273.

Pursuant to the Amalgamation,

  • (a) all of the issued and outstanding IBEX common shares were converted into Amalco redeemable shares (“ Redeemable Shares ”) on the basis of one Redeemable Share for each issued and outstanding IBEX common share;

  • (b) all of the issued and outstanding common shares of 15720273 were converted into Amalco common shares on the basis of one Amalco common share for each issued and outstanding common share of 15720273; and

  • (c) Amalco immediately after the issuance of the Redeemable Shares to holders under the Amalgamation redeemed the Redeemable Shares and paid $1.45 in respect of each Redeemable Share so redeemed.

As a result of the foregoing, Amalco is wholly-owned by BBI.

The Amalgamation was approved by IBEX shareholders at an annual and special meeting held on April 3, 2024 with a positive vote of approximately 99.83% of the shares voted.

3. Effective Date of the Transaction

The effective date of the Amalgamation is April 8, 2024.

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4. Names of Each Party, if any, That Ceased to be a Reporting Issuer Subsequent to the Transaction and of each Continuing Entity

Amalco will apply to cease to be a reporting issuer in each of the provinces of Canada.

5. Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction

Not applicable.

6. Periods, Including the Comparative Periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction

Not applicable.

7. Documents Filed under National Instrument 51-102 that Described the Transaction and Where those Documents can be Found in Electronic Format

Reference is made to the management proxy circular of IBEX dated February 23, 2024, and an addendum thereto dated March 13, 2024, both of which were filed on SEDAR+ at www.sedarplus.ca under the profile of IBEX.

DATED April 10, 2024.

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