TORONTO, ONTARIO–(Marketwired – Oct. 11, 2016) – Ellipsiz Communications Ltd. (formerly NXA Inc.) (TSX VENTURE:ECT) (the “Company”) announces that the Company has declined to provide shareholder information requested by Tat Lee (Michael) Koh and has directed that its transfer agent, Computershare Trust Company of Canada, also decline to provide shareholder information to Mr. Koh.
The Company was informed on October 7, 2016 that Mr. Koh was requesting shareholder information for the purposes of preparing an information circular in connection with a purported special meeting of shareholders. As previously disclosed by the Company in a release dated October 4, 2016, the Board of Directors has not called a special meeting of shareholders and, acting in accordance with the provisions of the Business Corporations Act (Ontario) (“OBCA”), has declined Mr. Koh’s request to call a special meeting of shareholders.
It is the position of the Corporation that in these circumstances Mr. Koh does not have the right under the OBCA to call a special meeting of shareholders and that any such purported meeting of shareholders would be contrary to the provisions of the OBCA, and therefore a nullity.
As the Company previously informed Mr. Koh, in circumstances where the Board of Directors, acting pursuant to s.105(3) of the OBCA, has declined a shareholder’s requisition to call a special meeting of shareholders, it is incumbent on Mr. Koh to seek a court order pursuant to s.106 of the OBCA in order to conduct a valid special meeting of shareholders. Absent a court order, it is not open to Mr. Koh to override and ignore the decision of the Board.
As a consequence, Mr. Koh was advised that neither the Company, nor its transfer agent, Computershare Trust Company of Canada, will provide Mr. Koh with the shareholder information he has requested as the Company will not facilitate the conduct of a shareholders meeting which, in its view, would be contrary to law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
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