The Board approved the Company’s limited-duration shareholder rights plan as set forth in the Shareholder Rights Plan Agreement, dated as of November 21, 2025 by and between the Company and Computershare Investor Services Inc., as rights agent.
The Board adopted the Rights Plan to help ensure that all shareholders of the Company are treated equally and fairly in the event of any unsolicited take-over bid or other attempt to acquire control of the Company (including by way of a “creeping take-over bid”). In respect of such transactions, the Rights Plan is intended to, among other things:
· encourage potential bidders to treat the Company’s shareholders fairly and equally and preserve control premiums and value for shareholders; and
· provide the Board and shareholders adequate time to appropriately respond on an informed basis.
The Rights Plan was not adopted in response to any specific take-over bid or other proposal to acquire control of the Company, and the Company is not aware of any such pending or contemplated take-over bid or other proposal.
Summary of the Rights Plan
Effective Date and Term
The Rights Plan became effective on November 21, 2025 (the “Effective Date”), after approval by the Board on November 21, 2025. The Rights Plan has a term of six months and will expire on May 21, 2026, or earlier upon the redemption of the Rights (as defined below) or, provided that a Flip-in Event (as defined below) has not occurred, at the discretion of the Board (the “Expiration Time”).
Issue of Rights
At the close of business on December 4, 2025 (the “Record Time”), one right (a “Right”) will be issued and attached to each common share of the Company (“Common Share”) outstanding as at the Record Time. Thereafter, one Right will attach to each Common Share issued after the Record Time and prior to the earlier of the Separation Time (as defined below) and the Expiration Time.
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