Stone Investment Group Announces Overwhelming Shareholder Approval of Plan of Arrangement With Starlight Investments Capital LP

TORONTO, June 15, 2022 (GLOBE NEWSWIRE) — Stone Investment Group Limited (“SIG” or the “Corporation“) announces the voting results from the Corporation’s annual and special meeting of shareholders (the “Meeting“) held earlier today. At the Meeting, the holders (the “Shareholders“) of common shares of the Corporation (“Common Shares“) approved, among other things, the plan of arrangement (the “Plan of Arrangement“) previously announced and agreed to pursuant to an arrangement agreement dated April 7, 2022 (the “Arrangement Agreement“) between the Corporation, Stone-SIG Acquisition Limited (“SSAL“), 13613429 Canada Inc., Starlight Investments Capital LP (“Starlight Capital“) and 13909841 Canada Inc. Details of the voting results at the Meeting are summarized below.

Copies of the Arrangement Agreement and the Plan of Arrangement are available on the Corporation’s SEDAR profile at www.sedar.com.

Voting Results

A total of 19,021,739 Common Shares (representing approximately 76% of the issued and outstanding Common Shares) were present virtually in person or by proxy at the Meeting. The votes cast in respect of the various resolutions put forth at the Meeting are summarized as follows:

Resolution Votes For Votes Withheld / Against
# % # %
Election of Richard G. Stone as Director 17,230,120 90.58% 1,791,619 9.42%
Election of Jacques R. Boulet as Director 18,331,791 96.37% 689,948 3.63%
Election of Mark Lerohl as Director 18,331,791 96.37% 689,948 3.63%
Appointment of Auditors 18,331,791 96.37% 689,948 3.63%
Continuance 18,331,791 96.37% 689,948 3.63%
Plan of Arrangement 18,796,119 98.81% 225,620 1.19%

Details of all matters voted upon at the Meeting are provided in the Management Information Circular in respect of the Meeting, a copy of which is available on the Corporation’s SEDAR profile.

Majority of the Minority Vote

To be approved at the Meeting, the resolution in respect of the Plan of Arrangement required: (i) the affirmative vote of at least 66⅔% of the votes cast or represented by proxy at the Meeting (set out in the table above); and (ii) the affirmative vote by a simple majority of the votes cast at the Meeting by all the Shareholders present virtually or represented by proxy at the Shareholder Meeting, excluding Mr. Richard Stone, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (set out in the table below, the “Majority of the Minority Vote“).

Votes cast at the Meeting in respect of the Majority of the Minority Vote are summarized as follows:

Resolution Votes For Votes Against
# % # %
Majority of the Minority Vote 7,443,810 97.06% 225,620 2.94%

Accordingly, all shareholder approvals required in order to proceed with the Plan of Arrangement have been obtained.

A report of the voting results will be made available on the Corporation’s SEDAR profile.

Status of Closing Conditions

The transactions contemplated in the Plan of Arrangement and Arrangement Agreement are expected to be effected on or about June 24, 2022, subject to the Corporation obtaining a final order (the “Final Order“) from the Ontario Superior Court of Justice (Commercial List) approving the Plan of Arrangement, certain requisite regulatory approvals and the satisfaction or waiver of other customary closing conditions.

The hearing for the Final Order is scheduled to take place on June 20, 2022.

About Stone Investment Group Limited

The Corporation is an independent wealth management Corporation. The Corporation, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.

For more information:

Stone Investment Group Limited
Richard Stone
Chief Executive Officer
416 867 2525
[email protected]
www.stoneco.com

Disclaimer for Forward-Looking Information

Certain information contained in this press release may contain forward looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this document contains forward-looking statements concerning: key terms of the Plan of Arrangement and the effect of its implementation on Shareholders and the Corporation; stakeholder support for the Plan of Arrangement; the acquisition of the Corporation by Starlight Capital; the expected process for and timing of implementing the Plan of Arrangement; the completion of the Plan of Arrangement, including with respect to obtaining any necessary approvals and satisfying any conditions and the expected timing thereof.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Corporation to implement the Plan of Arrangement on the terms described in this press release; the ability of the Corporation to receive all necessary regulatory, court and stakeholder approvals in order to complete the Plan of Arrangement; the ability of the Corporation to close the transactions contemplated in the Plan of Arrangement; the ability of the Corporation to continue as a going concern; the ability of the Corporation to continue to realize its assets and discharge its liabilities and commitments; the Corporation’s future liquidity position, and access to capital, to fund ongoing operations and obligations (including debt obligations); the ability of the Corporation to stabilize its business and financial condition; the ability of the Corporation to implement and successfully achieve its business priorities; the ability of the Corporation to comply with its contractual obligations, including, without limitation, its obligations under debt arrangements; the general regulatory environment in which the Corporation operates; the tax treatment of the Corporation and the materiality of any legal and regulatory proceedings; the general economic, financial, market and political conditions impacting the industry and markets in which the Corporation operates; the ability of the Corporation to sustain or increase profitability, fund its operations with existing capital and/or raise additional capital to fund its operations; the ability of the Corporation to generate sufficient cash flow from operations; the impact of competition; the ability of the Corporation to obtain and retain qualified staff, equipment and services in a timely and efficient manner (particularly in light of the Corporation’s efforts to restructure its debt obligations); and the ability of the Corporation to retain members of the senior management team, including but not limited to, the officers of the Corporation.

Events or circumstances may cause actual results to differ materially from those predicted, as a result of the risk factors set out and other known and unknown risks, uncertainties, and other factors, many of which are beyond the control of SIG. In addition, forward looking statements or information 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 and which have been used to develop such statements and information in order to provide stakeholders with a more complete perspective on SIG’s future operations. Such information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Corporation believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward looking statements because the Corporation can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: the impact of competition; the general stability of the economic and political environment in which SIG operates and the timely receipt of any required regulatory approvals. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Furthermore, the forward-looking statements contained herein are made as at the date hereof and SIG does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.


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