Helijet International Inc. (TSX-V: HJI) (“Helijet” or the “Corporation”) further to the Corporation’s news releases dated April 18, 2019 and May 16, 2019, the Corporation is pleased to announce that at its special meeting of shareholders held on June 19, 2019 (the “Meeting”), shareholders approved the statutory plan of arrangement under Section 192(1)(f.1) of the Canada Business Corporations Act, in order for the Corporation to complete a going private transaction (the “Arrangement”). The Arrangement was approved as a special resolution of shareholders with 99.97% of the votes cast at the meeting in favour of the Arrangement, and as a separate resolution of disinterested shareholders pursuant to the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions with 98.27% of the votes cast at the meeting by disinterested shareholders in favour of the Arrangement.
Approximately 88% of the common shares of Helijet are held by insiders and their extended family and one other extended family (the “Non-Participating Shareholders”). Pursuant to the Arrangement, Daniel Sitnam, the President and CEO of Helijet (the “Purchaser”) will acquire the remaining 12% of the common shares held by public shareholders at a price of $0.30 per common share (the “Consideration”). Following completion of the Arrangement, Helijet will apply to have its common shares delisted from the TSX Venture Exchange (the “TSXV”) and it 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.
Helijet intends to complete the Arrangement as soon as possible, although the Arrangement remains subject to (i) completion of financing of the purchase price by the Purchaser; (ii) final court approval; (iii) final approval of the TSXV; and (iv) completion by September 16, 2019. The hearing of the application for final court approval is scheduled for June 26, 2019 before the Supreme Court in Vancouver, British Columbia.
Further details of the Arrangement are set out in the Corporation’s information circular prepared for the Meeting dated May 15, 2019, copies of which were mailed to shareholders and filed on SEDAR at www.sedar.com.
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