NOTICE |
NATIONAL INSTRUMENT 51-102 |
CHANGE IN CORPORATE STRUCTURE |
This notice is provided pursuant to the requirements of Sections 4.9 of National Instrument 51-102 –Continuous Disclosure Obligations(“NI 51-102”).
Item 1: | Names of the Parties to the Transaction |
Merus International Labs Inc. (“Merus”); | |
Envoy Capital Group Inc. (“Envoy”); | |
Item 2: | Description of the Transaction |
Merus and Envoy entered into a definitive arrangement agreement on November 10, 2011 whereby Envoy and Merus will amalgamate to form a new company to be called Merus International Labs Inc. (“Amalco”) pursuant to a plan of arrangement under theBusiness Corporations Act(British Columbia) (the “Arrangement”). Effective December 19, 2011, Envoy and Merus have amalgamated to form Amalco. Holders of common shares of Merus (each, a “Merus Share”) received one common shares of Amalco (each, an “Amalco Share”) for every four Merus Share held and holders of common shares of Envoy (each, an “Envoy Share”) received one Amalco Share for every Envoy Share held. | |
Details with respect to the arrangement were disclosed in a joint management information circular dated November 10, 2011 (the “Circular”) is filed on www.sedar.com in connection with meetings held on December 9, 2011 to approve the Arrangement and various matters in connection with the Arrangement. | |
Item 3. | Effective Date of the Transaction |
December 19, 2011 | |
Item 4. | Names of Each Party That Ceased to be a Reporting Issuer Subsequent to theTransaction and of Each Continuing Entity |
Amalco will be reporting in BC, Alberta, Manitoba, Saskatchewan, Ontario, Quebec, New Brunswick and Prince Edward Island. | |
Item 5. | Date of the Reporting Issuer’s First Financial Year-End Subsequent to theTransaction |
September 30, 2012 |
Item 6. | Periods, Including the Comparative Periods, if any, of the Interim and AnnualFinancial Statements Required to be Filed For The Reporting Issuer’s FirstFinancial Year Subsequent To The Transaction |
Financial Statements | Period Ended | Comparative Period Ended |
Interim | December 31, 2011 | December 31, 2011 |
Interim | March 31, 2012 | March 31, 2012 |
Interim | June 30, 2012 | June 30, 2012 |
Annual | September 30, 2012 | September 30, 2012 |
Item 7. | Documents Which Were Filed Under National Instrument 51-102 that Describe theTransaction and Where Those Documents Can Be Found In Electronic Format |
Merus and Envoy joint Management Information Circular filed on SEDAR on November 11, 2011. | |
Merus and Envoy joint news releases filed on SEDAR November 11, 2011 and December 8, 2011. |