TDZ Holdings Inc.

June 26, 2012 12:06 ET

TDZ HOLDINGS INC. Receives Shareholder Approval to Proceed With Plan of Voluntary Dissolution

TORONTO, ONTARIO--(Marketwire - June 26, 2012) - At an annual and special meeting held on June 26, 2012 (the "Meeting"), shareholders of TDZ Holdings Inc. (the "Corporation") voted to approve a plan to voluntarily dissolve the Corporation (the "Dissolution Plan").

Voting Results

Votes cast in favour of the resolution to approve the Dissolution Plan were in excess of:

  1. two-thirds (66-2/3%) of all votes cast by shareholders present in person or represented by proxy at the Meeting; and
  2. a simple majority (50%) of all votes cast by Minority Shareholders present in person of represented by proxy at the Meeting.

For the purposes of paragraph (b), "Minority Shareholders" is defined as any shareholder other than Tridel Financial Corp., any affiliate of Tridel Financial Corp., or any entity directly or indirectly controlled by or any individual related to one or more of the directors of the Corporation.

Dissolution Plan

  1. Application for Tax Clearances

The Corporation will now make an application for clearance certificates from the Canada Revenue Agency ("CRA") to confirm that no taxes are payable that would prevent the Corporation from making a final distribution of its remaining assets to its shareholders immediately prior to dissolution.

The Corporation will also seek consent to the dissolution from the Minister of Finance (Ontario) (the "Minister").

  1. Final Distribution

Following the receipt of the clearance certificates from the CRA and the consent of the Ministry, the Corporation will make a distribution to its shareholders of its remaining cash, after the payment of all liabilities, in respect of their rights and interests in the Corporation.

The Corporation has estimated that approximately $250,000 will be required to settle all of its ordinary course debts, liabilities and obligations during the period prior to its dissolution, including the administrative costs associated with the Dissolution Plan (the "Dissolution Costs"). Dissolution Costs include, without limitation, the following:

  1. legal fees in respect of the Dissolution Plan;
  2. tax return preparation and filing;
  3. auditor fees;
  4. mailing costs;
  5. fees payable to CIBC Mellon Trust Company, as transfer agent of the Corporation, in respect of the Dissolution Plan;
  6. fees in respect of director and officer insurance policies; and
  7. all other amounts required whatsoever to satisfy the expenses, liabilities and obligations of the Corporation.

The Corporation estimates that, after the payment of the Dissolution Costs, the aggregate amount of its remaining cash, which amount will be distributed to the Corporation's shareholders, will be approximately $3,350,000 (the "Final Distribution Amount").

A press release will be issued to announce a record date to determine shareholders entitled to their respective proportionate shares of the Final Distribution Amount as well as the date on which such distribution will be made.

  1. Articles of Dissolution

As soon as is practicable after the Final Distribution Amount has been distributed to the Corporation's shareholders, the Corporation will file articles of dissolution seeking the voluntary dissolution of the Corporation.

Continuous Reporting

The Corporation will continue to issue reports on its operating results and matters relating to the Dissolution Plan until the date on which articles of dissolution are filed.

Forward-Looking Statements

Forward-looking statements contained in this news release involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Such statements include, without limitation, estimates of the Dissolution Costs and the Final Distribution Amount.

Contact Information

  • TDZ Holdings Inc.
    Mr. Harvey Fruitman
    Executive Vice President,
    Chief Financial Officer and Secretary
    (416) 661-9290