Star Metro - Shareholders of Redishred Approve Arrangement with VRC Companies, LLC

The Arrangement required approval by the affirmative vote of (i) a two-thirds majority of the votes cast by shareholders present or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting (excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions). Of the votes cast at the Meeting with respect to the Arrangement, a total of 12,552,290Shares were voted in favour of the Arrangement, representing approximately 99.16% of the votes cast on the special resolution, and a total of 106,695Shares were voted against the Arrangement, representing approximately 0.84% of the votes cast on the special resolution.

The completion of the Arrangement remains subject to court approval and the satisfaction or waiver of certain other customary closing conditions. Redishred intends to seek a final order of the Ontario Superior Court (Commercial List) to approve the Arrangement at a hearing to be held on Monday, February 3, 2025. Redishred will announce the timing in advance of closing once closing conditions are satisfied, still expected to be in the first quarter of 2025. Upon closing of the Transaction, the Shares will cease to be listed on the TSX Venture Exchange and Redishred will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

The majority of Redishred Shares are held through brokers and other intermediaries, and beneficial holders of those Shares will not need to take any further action in order to receive the cash consideration under the Arrangement following closing. Registered shareholders of Redishred must submit their share certificates or direct registration statements (as applicable) along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A letter of transmittal was mailed to all registered shareholders. In addition, the letter of transmittal is available under Redishred's issuer profile at www.sedarplus.com.

About Redishred

Redishred Capital Corp. is the owner of the PROSHRED®, PROSCAN and secure e-Cycle brands, trademarks and intellectual property in the United States. Redishred digitizes, secures, shreds and recycles confidential documents and proprietary materials for thousands of customers in the United States in all industry sectors. Redishred is a pioneer in the mobile document destruction and recycling industry and has the ISO 9001:2015 certification. It is Redishred's vision to be the 'system of choice' in providing digital retention, secure shredding and recycling services on a global basis. Redishred Capital Corp. grants PROSHRED` and PROSCAN franchise businesses in the United States. Redishred also operates 17 corporate businesses directly. The Corporation's plan is to grow its business by way of both franchising and the acquisition and operation of information security businesses that generate stable and recurring cash flow through a scheduled client base, continuous paper recycling and concurrent unscheduled shredding service.

Forward-looking statements

This news release may contain "forward-looking information" as defined in applicable Canadian securities legislation. Such forward-looking statements typically contain statements with words such as "anticipate", "expect", "intend", "estimate", "propose", "believes" or similar words suggesting future outcomes or statements regarding an outlook. More particularly and without limitation, this news release contains forward-looking information and statements including, but not limited to, those concerning the timing and anticipated satisfaction of closing conditions and anticipated timing for closing the Arrangement, all of which may be impacted by the ability of the parties to receive, in a timely manner, the necessary court approvals and the ability of the parties to obtain certain third party consents and satisfy, in a timely manner and on satisfactory terms, the other conditions for the completion of the Arrangement and the anticipated delisting of the Shares from the TSX Venture Exchange and Redishred ceasing to be a reporting issuer under Canadian securities laws.

Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. In respect of forward-looking statements and information concerning the anticipated benefits and timing of the completion of the Transaction, Redishred has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Transaction. The anticipated dates indicated may change for a number of reasons, including the necessary court approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the Transaction or the ability of the board of directors of Redishred to consider and approve, subject to compliance by Redishred of its obligations under the arrangement agreement, a superior proposal for Redishred. Although Redishred believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the Transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release.

Forward-looking information is provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things: the possibility that the proposed Transaction will not be completed on the terms, or in accordance with the timing, currently contemplated or at all; the ability or inability to obtain, in a timely manner or at all, all necessary court and other third party approvals required to consummate the Transaction or to otherwise satisfy the conditions for the completion of the Transaction; significant transaction costs or unknown liabilities; the ability of the board of directors of Redishred to consider and approve, subject to compliance by Redishred with its obligations under the arrangement agreement, a superior proposal for Redishred; the failure to realize the expected benefits of the Transaction; the possibility of litigation relating to the Transaction; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; and general economic conditions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of Redishred, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management's control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.

For additional information with respect to risk factors applicable to Redishred, reference should be made to Redishred's continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Redishred's Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and Redishred disclaims any intent or obligation to update or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.

FOR FURTHER INFORMATION PLEASE CONTACT:

Redishred Capital Corp. (TSX.V - KUT)
Jeffrey Hasham, MBA, CPA, CA
Chief Executive Officer
[email protected]
www.redishred.com
Phone: (416) 849-3469 Fax: (905) 812-9448

SOURCE: RediShred Capital Corp.

View the original press release on ACCESS Newswire

A.Desjardins--SMC