Joint Early Warning Statement of Assets in Highmark
MISSISSAUGA, Ontario, January 7, 2022 (GLOBE NEWSWIRE) – This press release is jointly issued by Dr. Sanjeev Sharma, CEO and Director of Highmark Interactive Inc. (âHigh note“), Sunil Sharma, Vice President, Corporate Development, Corporate Secretary and Director of Highmark, and the Francis Family Trust (the”Confidence“), an arm’s length shareholder of Highmark in accordance with the early warning requirements of National Instrument 62-104 – Takeover bids and public buyback offers of the Canadian Securities Administrators (“Regulation 62-104“). Dr. Sharma, Sunil Sharma and the Trust are collectively referred to herein as “Buyersâ.
As a result of the qualifying reverse takeover transaction involving Highmark (formerly Stormcrow Holdings Corp.), Highmark Innovations Inc. and 2845009 Ontario Inc.Qualifying transaction“), Each of the acquirers, as well as the related entities over which they exercise control, beneficially owns or controls more than 10% of the outstanding common shares in the capital of Highmark (“Actions“). None of the purchasers owned or controlled securities of Stormcrow Holdings Corp. before the qualifying transaction is completed. The Qualifying Transaction is described in detail in Highmark’s filing statement dated November 4, 2021 and available under Highmark’s profile on SEDAR at www.sedar.com.
Dr Sanjeev Sharma, CEO and Director
Dr Sharma controls 4,977,662 shares, of which 4,865,803 shares are held by the Sanjeev Sharma Family Trust, a trust of which Dr Sharma is a trustee, and 111,858 shares held by Dr Sanjeev Sharma Professional Medicine Corporation, a company that Dr Sharma is in control. The Sanjeev Sharma Family Trust and Dr Sanjeev Sharma Professional Medicine Corporation are hereinafter referred to as “”Entities related to Sanjeev Sharmaâ. The 4,977,662 shares controlled by Dr. Sharma represent 12.43% of the outstanding shares.
Dr. Sharma also holds 518,869 exercisable options to purchase shares (âOptions“) and 90,989 warrants exercisable to purchase Shares (“Mandates“). If Dr. Sharma exercises the options and warrants he holds, he will beneficially own or control 5,587,520 shares, representing 13.75% of the 40,641,768 outstanding shares calculated on a partially diluted basis.
Sunil Sharma, Vice-President, Corporate Development, Corporate Secretary and Director
Mr. Sunil Sharma controls 4,933,399 shares, including 4,865,803 shares held by Sunil Sharma Family Trust, a trust of which Sunil Sharma is a trustee, and 67,596 shares held by Canadatrade Corp., a company controlled by Sunil Sharma. The Sunil Sharma Family Trust and Canadatrade Corp.Entities related to Sunil Sharmaâ. The 4,933,399 shares controlled by Mr. Sunil Sharma represent 12.32% of the outstanding shares.
Mr. Sunil Sharma also holds 332,540 options and 44,806 warrants. If Mr. Sunil Sharma exercises the options and warrants he holds, he will beneficially own or control 5,300,745 shares, representing 13.14% of the 40,410,156 outstanding shares calculated on a partially diluted basis. .
The Trust holds 4,865,803 shares representing 12.15% of the outstanding shares.
None of the Acquirers, Sanjeev Sharma Related Entities or Sunil Sharma Related Entities has any current plans or future intentions that relate to or would result in any of the events, transactions or circumstances listed in paragraphs (a) – ( k) in the early warning reports filed respectively by the Acquirers together with this joint press release (the “”Early warning reports“).
Any of the acquirers, entities related to Sanjeev Sharma or entities related to Sunil Sharma may, from time to time and at any time, acquire or dispose of additional shares and / or other equity, debt or other securities or instruments (collectively, “Securities) Of Highmark in the open market or otherwise, and to engage in similar transactions in the Notes, depending on market conditions, Highmark’s business and prospects and other relevant factors.
Highmark has a virtual head office with a mailing address at 602-115 George St., Oakville, Ontario, L6J 0A2.
For further information, please refer to the Early Warning Reports respectively filed by each Acquirer and posted on Highmark’s SEDAR profile at www.sedar.com or which may be obtained by contacting Acquirers c / o of Highmark at 905 902-4384.