XS Financial Announces Securityholder Approval of Arrangement

LOS ANGELES, CA / ACCESSWIRE / September 9, 2024 / XS FINANCIAL INC. (CSE:XSF) ("XS" or the "Company") is pleased to announce that all requisite securityholder approvals were obtained at its general and special meeting held on September 9, 2024 (the "Meeting") in respect of the previously announced transaction pursuant to which XS Acquisition Portfolio LLC, an affiliate of a US alternative asset fund, will acquire all of the issued and outstanding subordinate voting shares ("SV Shares") and proportionate voting shares ("PV Shares") of XS, by plan of arrangement for a cash purchase price of Cdn$0.05265 per SV Share and Cdn$52.65 per PV Share (the "Arrangement").

The following approvals of the Arrangement were obtained at the Meeting:

Description	Percentage of Votes in Favour	Percentage of Votes Against	Abstained
Approval of at least 66 2/3% of the votes cast by holders of SV Shares at the Meeting, voting separately as a class	99.297%	0.703%	Nil
Approval of at least 66 2/3% of the votes cast by holders of PV Shares at the Meeting, voting separately as a class	100%	Nil	Nil
Approval of at least 66 2/3% of the votes cast by holders of SV Shares, PV Shares, outstanding stock options of XS ("Options") and outstanding share purchase warrants of XS ("Warrants") at the Meeting, voting together as a single class	99.62%	0.38%	Nil
A simple majority of the votes cast by holders of SV Shares at the Meeting, excluding votes from certain holders of SV Shares as required under Multilateral Instrument 61-101 ("MI 61-101")