Grand Power Logistics Group Inc.
TSX VENTURE : GPW

Grand Power Logistics Group Inc.

December 22, 2016 17:21 ET

Grand Power Logistics Group Inc. Announces Shareholders' Approval of Amalgamation

CALGARY, ALBERTA--(Marketwired - Dec. 22, 2016) - Grand Power Logistics Group Inc. (the "Corporation") (TSX VENTURE:GPW) announces that, further to its press release issued October 28, 2016, the shareholders of the Corporation at the special meeting of shareholders held on December 22, 2016, approved the amalgamation (the "Amalgamation") of the Corporation with 2001123 Alberta Ltd. ("Newco") to form an amalgamated corporation ("Amalco").

Under the terms of the Amalgamation, the common shares of the Corporation owned by Tong (Ricky) Chiu ("Chiu") and Sheng Ning (Candace) Wong (the "Acquirors") will be exchanged for common shares of Amalco and the common shares of the Corporation not owned by the Acquirors will be exchanged for redeemable preferred Class A shares of Amalco which will then be immediately redeemed at a price of $0.09 per share.

The Amalgamation will constitute a "business combination" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Amalgamation was approved by approximately 99% of the votes cast by all of the shareholders of the Corporation and by 97.55% of the votes cast by the majority of the minority shareholders, as defined in MI 61-101.

The closing of the Amalgamation is subject to the satisfaction of a number of conditions precedent customary for transactions of this nature.

The Amalgamation will result in the Corporation being taken private and delisted from the TSX Venture Exchange. The Corporation will concurrently make an application to the securities regulatory authorities for an order that the Corporation will no longer be a reporting issuer under applicable Canadian securities laws.

The Amalgamation is more fully described in the management information circular of the Corporation dated November 17, 2016 which is available on the Corporation's SEDAR profile at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to the completion of the Amalgamation and obtaining the required applicable regulatory approvals required with respect to the Amalgamation. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Corporation disclaims any intent or obligation to update forward-looking statements or information except as required by law.

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