TrueContext Announces Shareholder Approval of Plan of Arrangement

99.99% of Votes Cast by Shareholders Voted in Favour of Transaction with Battery Ventures

OTTAWA, May 08, 2024 (GLOBE NEWSWIRE) -- TrueContext Corporation (“TrueContext” or the “Company”) (TSXV:TCXT), a global leader in field intelligence, is pleased to announce that at its special meeting (“Meeting”) of shareholders of the Company (the “Shareholders”) held today, the Shareholders voted to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) pursuant to which an entity controlled by Battery Ventures will acquire all of the issued and outstanding common shares of the Company (the “Shares”) at a price of $1.07 in cash per Share (the “Transaction”).

The Transaction required approval by the affirmative vote of (i) at least two thirds of the votes cast by Shareholders voting together as a single class; and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding votes attached to Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), in each case present or represented by proxy at the Meeting.

Of the votes cast at the Meeting with respect to the Transaction, an aggregate of 109,638,282 Shares were voted in favour of the Transaction, representing approximately 99.99% of the votes cast on the special resolution approving the Transaction. In addition, an aggregate of 95,835,560 Shares, representing approximately 99.99% of the votes cast by holders of Shares, excluding those votes attached to those Shares required to be excluded pursuant to MI 61-101, were voted in favour of the special resolution approving the Transaction.

The Transaction remains subject to certain customary closing conditions, including the issuance of a final order by the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Transaction following the hearing expected to be held on May 13, 2024. If the Court approval is obtained and the other conditions to the closing of the Transaction are satisfied or waived, the Transaction is expected to be completed on or about May 16, 2024. It is anticipated that the Shares will be delisted from the TSX Venture Exchange (the “TSXV”) on or about May 16, 2024. Following completion of the Transaction, the Company will cease to be a reporting issuer under applicable Canadian securities laws.