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Q4 Inc. — Declaration of Voting Results & Voting Rights Announcements 2024
Jan 24, 2024
48136_rns_2024-01-24_7c4e22b9-087c-49dd-a4ce-698e520dc3d2.pdf
Declaration of Voting Results & Voting Rights Announcements
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Q4 INC.
REPORT OF VOTING RESULTS
Pursuant to Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations
This report is submitted for and on behalf of Q4 Inc. (the “ Company ”) pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations and relates to the results of voting at the special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of the Company held on January 24, 2024.
The total number of Shares voting virtually or represented by proxy at the Meeting was 38,591,773 Shares, representing 95.77% of the 40,295,248 issued and outstanding Shares as of the record date of December 19, 2023.
At the Meeting, Shareholders approved a special resolution, the full text of which is set forth in Appendix B to the management information circular of the Company dated December 22, 2023 (the “ Circular ”), to approve a plan of arrangement (the “ Arrangement ”) under section 182 of the Business Corporations Act (Ontario) involving the Company and SEP Forge BidCo Inc. (the “ Purchaser ”). Pursuant to the Arrangement, the Purchaser will acquire all of the issued and outstanding Shares. Shareholders, other than Rolling Shareholders (as defined in the Circular) will receive a price of $6.05 in cash. Rolling Shareholders will exchange their Rollover Shares (as defined in the Circular) for common shares of the Purchaser (each at an implied value of $6.05 per Share) (a “ Purchaser Share ”) or for a mix of Purchaser Shares and cash at an aggregate implied value of $6.05 per Share, in each case in accordance with the terms of each Rolling Shareholder’s rollover agreement. Full details of the special resolution and the arrangement agreement entered into by the Company are set out in the Circular, which was mailed to shareholders on January 3, 2024 and can be found under the Company’s SEDAR+ profile www.sedarplus.ca.
The following is a summary of the votes cast by all Shareholders:
| Votes | “For” | Votes“Against” | Votes“Against” |
|---|---|---|---|
| Number of Votes | Percentage of Votes | Number of Votes | Percentage of Votes |
| 31,425,048 | 81.48% | 7,143,897 | 18.52% |
The following is a summary of the votes cast by Shareholders excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions :
| Transactions: | |||
|---|---|---|---|
| **Votes ** | “For” | **Votes “Against” ** | |
| Number of Votes | Percentage of Votes | Number of Votes | Percentage of Votes |
| 17,024,701 | 70.44% | 7,143,897 | 29.56% |
DATED this 24[th] day of January, 2024.
Q4 INC.
By : “Kenneth Szeto” Name: Kenneth Szeto Title: General Counsel and Corporate Secretary