IBEX Files Addendum to Management Proxy Circular for Sale of the Company at $1.45 Per Share

MONTRÉAL, March 14, 2024 (GLOBE NEWSWIRE) -- IBEX Technologies Inc. (“IBEX” or the “Company”) (TSX Venture: IBT) announces that it has filed an addendum to its management proxy circular dated February 23, 2024 for the annual and special meeting of shareholders to be held in Montreal, Québec on April 3, 2024. The addendum is available on IBEX’s website at www.ibex.ca and under IBEX’s profile on SEDAR+ at www.sedarplus.ca.

The addendum provides that the proposed amalgamation (the “Amalgamation”) of IBEX and 15720273 Canada Inc. (the “Purchaser”), a newly-incorporated, wholly-owned subsidiary of BBI Solutions OEM Limited (“BBI”), whereby BBI will acquire all of the issued and outstanding shares of IBEX at a price of $1.45 per share in cash, must be approved by a “majority of the minority” vote under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. As set out in the addendum, the only shareholder whose shares will be excluded for the purposes of such minority approval vote is Paul Baehr, Chairman, President and Chief Executive Officer of IBEX. As a result, the special resolution approving the Amalgamation requires the affirmative vote of a simple majority (50% +1) of the votes cast by all holders of shares present in person or represented by proxy at the meeting and entitled to vote other than Mr. Baehr. As disclosed in IBEX’s management proxy circular, Mr. Baehr held 2,456,477 shares on February 22, 2024, the record date for the shareholders’ meeting, representing 10.02% of IBEX’s outstanding shares.

Under the Canada Business Corporations Act, the transaction is also subject to IBEX shareholders approving the Amalgamation by a vote of at least two-thirds of all votes cast by shareholders present in person at the meeting or represented by proxy and entitled to vote.

Support and Voting Agreements Representing 59.15% of Outstanding Shares

IBEX also announces that three additional shareholders, holding an aggregate of 2,941,038 shares, have entered into Support and Voting Agreements with the Purchaser under which they have each agreed irrevocably to support and vote their shares in favour of the Amalgamation. When combined with previously-announced Support and Voting Agreements, shareholders holding in the aggregate approximately 59.15% of IBEX’s outstanding shares have now entered into Support and Voting Agreements with the Purchaser.