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Spirit Banner II Capital Corp. Announces Annual General and Special Meeting to Adopt and Align the Company with the New CPC Policy

Toronto, Ontario--(Newsfile Corp. - June 14, 2021) - Spirit Banner II Capital Corp. (TSXV: SBT...

articleSabio Holdings, Inc.June 14, 20214/company/sabio-holdings-inc/news/spirit-banner-ii-capital-corp-announces-annual-general-and-special-meeting-to-adopt-and-align-the-company-with-the-new-cpc-policy
Spirit Banner II Capital Corp. Announces Annual General and Special Meeting to Adopt and Align the Company with the New CPC Policy

About this update from Sabio Holdings, Inc.

[{"type":"text","content":"Spirit Banner II Capital Corp. Announces Annual General and Special Meeting to Adopt and Align the Company with the New CPC PolicyToronto, Ontario--(Newsfile Corp. - June 14, 2021) - Spirit Banner II Capital Corp. (TSXV: SBTC.P) (\"Spirit Banner II\" or the \"Company\"), a capital pool company listed on the TSX Venture Exchange (\"TSXV\"), announces that, pursuant to recent changes by the TSXV to its Capital Pool Company program and TSXV Policy 2.4 - Capital Pool Companies (\"Policy 2.4\"), which became effective as at January 1, 2021 (the \"New CPC Policy\"), the Company intends to seek the requisite approvals of the shareholders of the Company (the \"Shareholders\") to adopt and align the Company with the New CPC Policy at its June 18, 2021 Annual General and Special Meeting of Shareholders (the \"Meeting\").Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the TSXV Corporate Finance Manual or the New CPC Policy. At the Meeting, as required to give effect to the New CPC Policy, Shareholders will be asked to pass three separate ordinary resolutions by the affirmative vote of not less than a majority of the votes cast by disinterested Shareholders who vote in respect thereof, in person or by proxy (\"Disinterested Approval\"), to: (a) approve the new stock option plan of the Company, which stock option plan contains amendments that reflect certain changes contemplated under the New CPC Policy;(b) approve the removal of the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy; and (c) authorize the Company to make certain amendments to the Company's escrow agreement to effect certain changes contemplated under the New CPC Policy. Adoption of an Option PlanThe Company shall seek Disinterested Approval to adopt a new stock option plan under which the total number of common shares of the Company reserved for issuance is 10% of common shares of the Company outstanding as at the date of grant of any stock option, rather than 10% of the common shares of the Company outstanding as at the closing of the Company's initial public offering. In seeking such approval from Shareholders, the Company shall exclude all votes attached to the common shares held by insiders to whom options have been grante...

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