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XS Financial Inc. Announces Successful Shareholder Approvals for Acquisition

LOS ANGELES, CA / ACCESSWIRE / September 9, 2024

XS FINANCIAL INC. (CSE:XS) (the "Company" or "XS") is delighted to share an important milestone in its strategic journey. At its general and special meeting, held on September 9, 2024, the Company successfully obtained all requisite securityholder approvals related to the previously communicated acquisition by XS Acquisition Portfolio LLC, an affiliate of a prominent US alternative asset fund. This transaction entails the acquisition of all issued and outstanding subordinate voting shares ("SV Shares") and proportionate voting shares ("PV Shares") of XS through a court-sanctioned plan of arrangement. The transaction proposes a cash purchase price of Cdn$0.05265 per SV Share and Cdn$52.65 per PV Share, referred to collectively as the "Arrangement."

Details of the Shareholder Approvals

During the Meeting, several crucial approvals concerning the Arrangement were secured, highlighting robust support from the shareholders. Here are the specifics:

Description	Percentage of Votes in Favor	Percentage of Votes Against	Abstained
Approval of 66 2/3% of votes by holders of SV Shares, voting separately	99.297%	0.703%	Nil
Approval of 66 2/3% of votes by holders of PV Shares, voting separately	100%	Nil	Nil
Approval of 66 2/3% of votes from SV Shares, PV Shares, Options, and Warrants at the Meeting, voting as one class	99.62%	0.38%	Nil
Simple majority of votes cast by holders of SV Shares, excluding votes from certain holders as per MI 61-101	99.253%	0.747%	Nil
Simple majority of votes cast by holders of PV Shares, excluding votes from certain holders as per MI 61-101	100%	Nil	Nil

These results reflect overwhelming support for the Arrangement, indicating confidence in the strategic direction of XS.

Exclusions and Voting Details

It’s noteworthy to mention that particular votes were excluded under Multilateral Instrument 61-101 ("MI 61-101"). These exclusions involved shares held by certain executives, specifically Messrs. David Kivitz, Antony Radbod, and Justin Vuong. Collectively, these individuals hold an aggregate of 3,698,790 SV Shares and 19,681.645 PV Shares, in addition to 22,166,666 Options (convertible to SV Shares) and no Warrants. This constitutes approximately 4.8% of all SV Shares, about 75.2% of all PV Shares, and a significant portion of outstanding Options.

Additional Company Changes

In addition to the approval of the acquisition, the shareholders also made important decisions regarding the governance of XS Financial. The shareholders sanctioned the setting of the number of directors at four and elected the following individuals to serve on the board: David Kivitz, Antony Radbod, Gary Herman, and Stephen Christoffersen. Furthermore, Link-It Accounting and Financial Services Inc. was appointed as the auditor of the Company, with authorization granted to the directors to determine the auditor’s remuneration.

Anticipated Completion and Conditions

Subject to the satisfaction of all necessary conditions, the Arrangement will proceed via a court-approved plan in accordance with Section 288 of the Business Corporations Act (British Columbia). The targeted completion date for this Arrangement is approximately September 23, 2024. Stakeholders are encouraged to refer to the management information circular dated August 2, 2024, for comprehensive details regarding this meeting and the Arrangement.

Importance of Regulatory Approval

The completion of the Arrangement is contingent upon several vital regulatory conditions, including approval from the Canadian Securities Exchange and relevant court validation. Until all these legal criteria are satisfied, the Arrangement cannot proceed. Prospective investors should exercise caution, as information regarding the Arrangement, aside from what is disclosed in the Circular, may be incomplete or inaccurate. Therefore, trading of XS shares should be regarded as speculative, with the Canadian Securities Exchange not endorsing the merits of the proposed Arrangement.

How AI legalese decoder Can Assist

Understanding the legal jargon and complex conditions surrounding such arrangements can often be daunting for many stakeholders. This is where AI legalese decoder can play a pivotal role. By utilizing advanced AI technology, this tool can simplify complicated legal texts into clear, comprehensible language. Whether you’re a potential investor or a shareholder trying to understand the implications of these approvals and conditions, AI legalese decoder can help break down legalese into manageable insights. This ensures that investors are not only well-informed about the nuances of the Arrangement but also about any potential risks involved.

About XS Financial

Founded in 2017, XS Financial offers tailored capital expenditure financing solutions for cannabis companies across the United States. From cultivators to manufacturers, the firm caters to a wide array of businesses within the cannabis industry. It has established collaborations with over 250 original equipment manufacturers (OEMs) to deliver comprehensive solutions, ultimately resulting in recurring revenues and superior profit margins for XS’s stakeholders. The Company’s subordinate voting shares trade on the Canadian Securities Exchange under the symbol "XSF". For further information, please visit www.xsfinancial.com.

Get in Touch

For any inquiries related to this announcement, please reach out to:

David Kivitz
Chief Executive Officer
Tel: 1-310-683-2336
Email: [email protected]

Antony Radbod
Chief Operating Officer

Forward-Looking Statements Disclaimer

This announcement contains forward-looking information regarding XS Financial. It includes statements that represent the Company’s expectations regarding future events, which are often uncertain and subject to change. Such forward-looking information is based on numerous assumptions that could significantly affect future results or projections. Investors are encouraged to not rely solely on these statements for making investment decisions. The Company undertakes no obligation to update any forward-looking statements unless legally required to do so.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: XS Financial

View the original press release on accesswire.com

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