Horizon North Logistics Inc. (“Horizon North” or the “Corporation”) (TSX: HNL.TO) reported that all matters presented for approval at its annual and special meeting of shareholders held virtually on July 10, 2020 (the “Meeting”) were approved. Each of the matters voted upon at the Meeting is discussed in detail in the Corporation’s management information circular dated June 5, 2020, which is available on SEDAR at www.sedar.com and on the Corporation’s website at www.horizonnorth.ca.
A total of 232,928,040 common shares representing 71.81% of the Corporation’s issued and outstanding common shares were voted by ballot and by proxy in connection with the Meeting. The voting results for each matter presented at the Meeting are provided below:
1. Election of Directors
Each of the Corporation’s eight nominees was elected as a director of Horizon North to hold office until the next annual meeting of shareholders or until their successors are elected or appointed, unless such office is earlier vacated in accordance with the by-laws of the Corporation:
2. Appointment of Auditor
PricewaterhouseCoopers LLP, Chartered Professional Accountants, was appointed to serve as the auditor of the Corporation until the close of the next annual meeting, at remuneration to be fixed by the Board of Directors with 99.96 % of votes in favour.
3. Approval of Amended and Restated By-Laws
An ordinary resolution to ratify and confirm the Corporation’s amended and restated bylaws, including advance notice provisions, was approved with an approximate 99.96 % of votes cast in favour.
4. Approval of Share Consolidation
A special resolution (the “Share Consolidation Resolution”) authorizing the consolidation (the “Consolidation”) of the Corporation’s issued and outstanding common shares (“Common Shares”) on the basis of one (1) new post-Consolidation Common Share for every five (5) pre-Consolidation Common Shares was approved with an approximate 99.91 % of votes cast in favour.
Following Shareholder approval, the Corporation filed articles of amendment implementing the Consolidation. The post-Consolidation Common Shares will continue to be listed on the Toronto Stock Exchange (TSX) under the trading symbol “HNL.TO” and are expected to commence trading on a post-Consolidation basis within two or four business days. Following the Consolidation, the Corporation expects to have approximately 64,869,374 Common Shares issued and outstanding. Since no fractional Common Shares will be issued in connection with the Consolidation, the exact number of outstanding Common Shares after the Consolidation will vary based on the elimination of fractional shares. In lieu of fractional Common Shares, each registered Shareholder of the Corporation otherwise entitled to a fractional Common Share following the implementation of the Consolidation will receive the nearest whole number of post-Consolidation Common Shares. In calculating such fractional interests, all pre-Consolidation Common Shares registered in the name of or beneficially held by such Shareholder or their nominee shall be aggregated.
About Horizon North
Horizon North is a publicly listed corporation (TSX: HNL.TO) operating a pan-Canadian support services platform across eleven provinces and territories and diversified end markets.
Our Modular Solutions business integrates modern design concepts with off-site manufacturing processes to produce high-quality building solutions for commercial, residential and industrial clients. Our Facilities Management business delivers operation and maintenance solutions for built assets and infrastructure in the public and private sectors, including aviation, defence and security, retail, healthcare, education and government. Our Workforce Accommodations, Forestry and Energy Services business provides a full range of workforce accommodations solutions, forestry services and access solutions to clients in the energy, mining, forestry and construction sectors among others.
Horizon North has an outstanding record of creating and managing places that play a vital role in the national economy and our local communities. What sets us apart is our expertise in bringing together the right people with the right skills to transform service delivery and improve customers’ experiences.
Additional information related to Horizon North, including the Corporation’s annual information form, press releases, financial statements and management’s discussion and analysis are available on SEDAR at www.sedar.com.
Drew Knight, CFO
Toronto head office: 5915 Airport Rd., Suite 425 Mississauga, Ontario L4V 1T1
Telephone: (416) 767-1148
You can also visit our website at www.horizonnorth.ca.
This news release contains certain statements or disclosures relating to Horizon North that are based on the expectations of its management as well as assumptions made by and information currently available to Horizon North which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Horizon North anticipates or expects may, could or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “anticipate”, “will”, “expected”, “believe”, “anticipates” and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements relating to the anticipated number of post-Consolidation Common Shares, the timing of the commencement of trading on the TSX and the satisfaction of any conditions relating thereto.
The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of Horizon North including, without limitation, the anticipated number of post-Consolidation Common Shares and that the post-Consolidation Common Shares will commence trading within approximately two business days of the filing of the related articles of amendment.
Horizon North believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct, including in respect of the COVID-19 pandemic and the current economic environment. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements including, without limitation: general economic, market and business conditions, including in light of the COVID-19 pandemic; and certain other risks detailed from time to time in Horizon North’s public disclosure documents including, without limitation, those risks identified in this news release, and in Horizon North’s annual information form, copies of which are available on Horizon North’s SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.