Cryptologic Corp. Files Circular FOR Annual and Special Meeting of Shareholders
CRYPTOLOGIC CORP. FILES CIRCULAR FOR
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TORONTO, Ontario, March 22, 2021 – Cryptologic Corp. (CSE:CRY) (the “Company” or
“Cryptologic”) is pleased to announce that it has filed and is in the process of mailing
the management information circular (the “Circular”) and related materials in connection
with the annual and special meeting (the “ Meeting”) of shareholders to be held on April
14, 2021.
Fundamental Change
At the Meeting, the Company will seek shareholder approval of, among other things, an
ordinary resolution (the “ Fundamental Change Resolution ”) that the Company be
authorized to proceed with the previously announced proposed acquisition of
Copenhagen Minerals Inc. (“ Copenhagen”), which owns 100% of a mineral exploration
license known as the Storø Gold Project, located in Greenland (the “ Proposed
Acquisition”). Completion of the Proposed Acquisition would constitute a “fundamental
change” of the Company and in accordance with Policy 8 of the Canadian Stock
Exchange (“CSE”), the Proposed Acquisition is therefore subject to the approval of the
CSE and the Shareholders.
The board of directors of the Company (the “Board”) concluded that the Proposed
Acquisition is in the best interests of the Company and unanimously recommends
that Shareholders vote in favour of the Fundamental Change Resolution at the
Meeting.
Name Change
At the Meeting, the Company will also seek shareholder approval to pass a special
resolution to change the name of the Company from “Cryptologic Corp.” to “Greenhawk
Resources Inc.” or such other name as may be selected by the Board, (the “ Name
Change Resolution”) and amend the articles of the Company in connection therewith.
The Board concluded that the name change is in the best interests of the
Company and unanimously recommends that Shareholders vote in favour of the
Fundamental Change Resolution at the Meeting.
Other Matters
Other annual general meeting matters will also be considered at the Meeting, including
the presentation of the Company’s financial statements for the fiscal years ended
December 31, 2020 and 2019, the election of directors for the ensuring year, and the re-
appointment of the Company’s auditors.
Meeting Materials
The Meeting will be held at 10:00 a.m. (Toronto Time) on April 14, 2021, at the
Company’s offices in Toronto, Ontario. In order to adhere to all government and public
health authority recommendations, the Company notes that the Meeting will be limited to
only the legal requirements for shareholder meetings and guests will not be permitted
entrance unless legally required. Rather than attending in person, the Company
encourages Shareholders to vote by proxy in advance and to access the Meeting via
telephone conference call, details of which are set out in the Circular.
The Circular provides important information regarding the Proposed Acquisition, the
name change and other matters to be considered at the Meeting. Shareholders are
urged to read the Circular carefully and in its entirety.
The Circular is being mailed to Shareholders in compliance with applicable laws. The
Circular is available under the Company’s profile on SEDAR at www.sedar.com.
Filing of Technical Report
Concurrently with the filing of the Circular, the Company also announces that it has filed
an independent technical report prepared by SRK Consulting (Sweden) for the Storø
Gold Project (the “ Technical Report”) in accordance with National Instrument 43-101 –
Standards of Disclosure for Mineral Projects . The Technical Report is available for
review under the Company’s profile on SEDAR at www.sedar.com.
About Cryptologic Corp.
Cryptologic Corp. is currently a shell company that previously divested all of its
cryptocurrency mining assets and operations and has been exploring acquisition
opportunities in sectors outside of cryptocurrency mining.
Cautionary Note Regarding Forward-Looking Information
This news release includes forward-looking information and statements, which may
generally be identified by the use of the words “will”, “intention”, “expects”, “is expected
to”, “subject to”, “anticipates” and variations or similar expressions and which include,
but are not limited to, information and statements regarding or inferring the future
business, operations, financial performance, prospects, and other plans, intentions,
expectations, estimates, and beliefs of the Company. Such statements include those
relating to the Meeting and the Proposed Acquisition, including the name change in
connection with the Proposed Acquisition, and the ability of the Company to complete
the Proposed Acquisition.
Forward-looking information and statements involve and are subject to assumptions and
known and unknown risks, uncertainties, and other factors which may cause actual
events, results, performance, or achievements of the Company to be materially different
from future events, results, performance, and achievements expressed or implied by
forward-looking information and statements herein. Such assumptions, risks,
uncertainties and other factors include, but are not limited to, that the Proposed
Acquisition is not completed on the terms and timelines anticipated by the Company or
at all, that all necessary regulatory, stock exchange, securityholder and other consents
and approvals will be received in connection with the Proposed Acquisition on the
timelines anticipated or at all, that all other conditions to closing the Proposed
Acquisition will be satisfied in the manner and on the timelines anticipated or at all.
Although the Company believes that any forward-looking information and statements
herein are reasonable, in light of the use of assumptions and the significant risks and
uncertainties inherent in such information and statements, there can be no assurance
that any such forward-looking information and statements will prove to be accurate, and
accordingly readers are advised to rely on their own evaluation of such risks and
uncertainties and should not place undue reliance upon such forward-looking information
and statements. In particular, the completion of the Proposed Acquisition is subject to
the satisfaction of certain conditions and uncertainties (including CSE acceptance and
shareholder approval) and the Company can offer no assurance that the Proposed
Acquisition will be completed on the terms, conditions and timelines anticipated by the
Company or at all.
Any forward-looking information and statements herein are made as of the date hereof,
and except as required by applicable laws, the Company assumes no obligation and
disclaims any intention to update or revise any forward-looking information and
statements herein or to update the reasons that actual events or results could or do
differ from those projected in any forward looking information and statements herein,
whether as a result of new information, future events or results, or otherwise, except as
required by applicable laws.
The Company cautions that the foregoing list of important factors and assumptions is not
exhaustive and other factors could also adversely affect its results. For more information
on the risks, uncertainties and assumptions that could cause the Company’s actual
results to differ from current expectations, please refer to the “Risk Factors” section of
the Company’s Circular as well as the Company’s other public filings, available at
www.sedar.com.
The CSE has not reviewed, approved or disapproved the content of this news release.