Ignite Annual General and Special Meeting Update

Rhea-AI Summary

Ignite International Brands, Ltd. (CSE: BILZ, OTCQX: BILZF) has announced its upcoming Annual General and Special Meeting on August 24, 2022, at Goodmans LLP, Toronto. Shareholders will vote on a proposed going-private transaction involving share consolidation: 100,000 subordinate or proportionate voting shares will become one post-consolidation share, with fractional shares redeemed at CAD $0.62. Approval requires majority votes from both all shareholders and minority shareholders. The company must disclose voting results and adhere to specific conditions set forth by the Ontario Securities Commission.

Positive

• Management information circular filed, providing transparency for shareholders.
• Consolidation transaction might enhance share value for Continuing Shareholders.

Negative

• Consolidation could result in loss of shareholders for those holding less than 100,000 shares.
• Approval requires separate majority votes, indicating potential difficulties in gaining necessary support.

TORONTO--(BUSINESS WIRE)-- Ignite International Brands, Ltd. (CSE: BILZ, OTCQX: BILZF) ("Ignite" or the "Company") announced today with respect to the Company’s upcoming Annual General and Special Meeting, to be held at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7 on August 24, 2022, commencing at 11:00 a.m. (Toronto time) (the “Meeting”), that the Company has provided the undertaking that accompanies this news release as Schedule “A”.

This release is provided for informational purposes only and no additional action by shareholders is required as a result of the details provided herein.

Neither the Canadian Securities Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Schedule “A”

IGNITE INTERNATIONAL BRANDS, LTD.
UNDERTAKING

To:	The Ontario Securities Commission (the OSC)
From:	Ignite International Brands, Ltd. (Ignite)
RE:	Ignite going-private transaction
Dated:	August 23, 2022

WHEREAS:

1. Ignite has filed a management information circular (the Circular) dated July 22, 2022, relating to the annual general and special meeting of shareholders (the Meeting) of Ignite to be held on August 24, 2022;
2. At the Meeting, shareholders will be asked to pass a resolution (the Consolidation Resolution) to approve a going private transaction, which is proposed to be completed in the following manner:
   1. the issued and outstanding subordinate voting shares will be consolidated by changing every 100,000 subordinate voting shares into one post-consolidation subordinate voting share,
   2. the issued and outstanding proportionate voting shares will be consolidated by changing every 100,000 proportionate voting shares into one post-consolidation proportionate voting share, and
   3. all fractional subordinate voting shares and all fractional proportionate voting shares that result from the consolidation will be redeemed by Ignite and cancelled, and shareholders of those shares will receive a cash payment of CAD $0.62 for each subordinate voting share and proportionate voting share held before the consolidation (collectively, the Consolidation);
3. The Circular states that the Consolidation must be passed (a) as an ordinary resolution by a majority of the votes cast by shareholders who vote in respect of the Consolidation Resolution at the Meeting, and (b) as an ordinary resolution by a majority of the votes cast by minority shareholders who vote in respect of the Consolidation Resolution at the meeting, excluding the votes of the shareholders already required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101);
4. If the Consolidation is approved the result will be that any shareholder holding less than 100,000 subordinate voting shares or 100,000 proportionate voting shares will cease to be a shareholder of Ignite as a consequence of the Consolidation (the Consolidated Shareholders) and any shareholder holding more than 100,000 subordinate voting shares or 100,000 proportionate voting shares will remain as a shareholder following the Consolidation (the Continuing Shareholders); and
5. The Office of Mergers & Acquisitions of the OSC (OMA) has advised Ignite that, in its view the Consolidated Shareholders and the Continuing Shareholders have separate interests, and it may intervene if the Consolidation is to be effected without separate majority approval from each of the Consolidated Shareholders and the Continuing Shareholders, excluding the votes of the shareholders already required to be excluded pursuant to MI 61-101.

UNDERTAKING RE: CONSOLIDATION

Until such time as the terms of this Undertaking are satisfied, or until the OSC revokes this Undertaking, Ignite hereby undertakes to do as follows:

1. Ignite will publicly disclose this Undertaking by way of press release by no later than 9:00 a.m. ET on Tuesday, August 23, 2022;
2. Ignite will promptly, and not later than 5:00 p.m. ET on Wednesday, August 24, 2022, provide the OMA with the voting results of the Consolidation Resolution, segregated and tabulated as follows (the Vote Tabulations):
   1. the votes cast by all shareholders who vote in respect of the Consolidation Resolution at the Meeting,
   2. the votes cast by minority shareholders who vote in respect of the Consolidation Resolution at the Meeting, excluding the votes of the shareholders already required to be excluded pursuant to MI 61-101,
   3. the votes cast by the Consolidated Shareholders who vote in respect of the Consolidation Resolution at the Meeting, and
   4. the votes cast by the Continuing Shareholders who vote in respect of the Consolidation Resolution at the Meeting, excluding the votes of the shareholders already required to be excluded pursuant to MI 61-101;
3. Ignite will publicly disclose the results of the Meeting to Shareholders, including the Vote Tabulations as described in Undertaking 2, above, promptly following the completion of the OMA’s review;
4. Ignite will not close the Consolidation prior to 5:00 p.m. ET on Friday August 26, 2022; and
5. In the event that the Vote Tabulations described in Undertaking 2 are not provided to the OMA by 5:00 p.m. ET on Wednesday, August 24, 2022, Ignite will not close the Consolidation for two business days following the provision of the Vote Tabulations to the OMA.

[authorized signature]

View source version on businesswire.com: https://www.businesswire.com/news/home/20220823005565/en/

Paul Hughes, General Counsel

Tel: 416-452-1901

Email: paul.hughes@ignite.co

Source: Ignite International Brands, Ltd.

FAQ

What is the date of Ignite International Brands' Annual General and Special Meeting?

The meeting is scheduled for August 24, 2022.

What does the proposed consolidation involve for Ignite International Brands' shares?

The proposed consolidation will exchange every 100,000 subordinate or proportionate voting shares for one post-consolidation share.

How much will shareholders receive for fractional shares post-consolidation?

Shareholders will receive CAD $0.62 for each fractional subordinate and proportionate voting share.

What majority is required for the consolidation resolution to pass at Ignite's meeting?

A majority vote from all shareholders and a separate majority from minority shareholders is required.

What are the potential consequences if the consolidation is approved?

Shareholders with less than 100,000 shares will cease to be shareholders, while those holding more will remain.