FAX Capital Corp. Announces Voting Results From Its Annual General and Special Meeting of Shareholders

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TORONTO, June 24, 2022 (GLOBE NEWSWIRE) -- FAX Capital Corp. (TSX: FXC) (the “Company”) today announced the voting results from its annual general and special meeting of shareholders held on June 24, 2022 (the “Meeting”).

1.  APPROVAL OF ARRANGEMENT

The special resolution, a copy of which is reproduced in its entirety as Appendix A attached to the Company’s management information circular dated May 25, 2022 (the “Circular”), in respect of the plan of arrangement (the “Arrangement”) involving, among other things, the acquisition, indirectly through an acquisition company, by Fax Investments Inc. (“Fax Investments”) of all of the issued and outstanding subordinate voting shares of the Company (“Subordinate Voting Shares”) not already owned by Fax Investments or Blair Driscoll (together, the “Continuing Shareholders”), was passed by more than two-thirds of the votes cast by all shareholders virtually present or represented by proxy at the Meeting, voting together as a single class, and by a majority of the votes cast by the holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting as a separate class, excluding votes attached to Subordinate Voting Shares held by the Continuing Shareholders and any shareholders required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The votes cast were as follows:

The implementation of the Arrangement, which is described in detail in the Circular, remains subject to final approval of the Ontario Superior Court of Justice at a hearing scheduled for June 29, 2022. Subject to the satisfaction or waiver of all the conditions to the closing of the Arrangement, the Arrangement is expected to be completed early in the third quarter of 2022.

2.  ELECTION OF DIRECTORS

The five director nominees proposed by management of the Company were elected by a majority of the votes cast by the shareholders virtually present or represented by proxy at the Meeting. The votes cast for each nominee were as follows:

3.  RE-APPOINTMENT OF AUDITORS

Deloitte LLP was re-appointed as auditors of the Company by a majority of the votes cast by the shareholders virtually present or represented by proxy at the Meeting and the board of directors was authorized to fix their remuneration. The votes cast were as follows:

About FAX Capital Corp.

The Company is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high-quality businesses. The Company initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States. For further information, please visit the Company’s website at www.faxcapitalcorp.com.

For additional information please contact:

Investor Relations
Tim Foran
Email: IR@faxcapitalcorp.com
Website: www.faxcapitalcorp.com

Media Relations
Kieran Lawler
Telephone: (416) 303-0799
Email: Kieran.lawler@loderockadvisors.com

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking information. Such forward-looking information or statements (“FLS”) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. FLS contained or referred to in this press release include, but are not limited to, statements regarding the receipt and timing of final approval of the Arrangement from the Ontario Superior Court of Justice and the timing for the closing of the Arrangement. Although the Company believes that the expectations reflected in such FLS are reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct.

FLS are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, final approval of the Arrangement from the Ontario Superior Court of Justice and other expectations and assumptions concerning the Arrangement. The anticipated date indicated may change for a number of reasons. Accordingly, investors and others are cautioned that undue reliance should not be placed on any FLS.

Risks and uncertainties inherent in the nature of the Arrangement that could cause actual results to differ materially from those described in such FLS include, but are not limited to, the failure of the parties to obtain the necessary approval of the Ontario Court of Justice; failure of the parties to obtain such approval in a timely manner; the possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement; significant Arrangement costs or unknown liabilities; the failure to realize the expected benefits of the Arrangement; and general economic conditions; as well as the identified risk factors included in the Company’s public disclosure, including the annual information form dated March 29, 2022, which is available on SEDAR at www.sedar.com and on the Company’s website at www.faxcapitalcorp.com. Failure to obtain the necessary approval of the Ontario Court of Justice, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business, operating results and activities in general. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice. Consequently, the reader is cautioned not to place undue reliance on the FLS contained in this press release.

Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available at www.sedar.com.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this release.