EARLY WARNING REPORTS ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103 SHAREHOLDERS ANNOUNCE FILING OF UPDATED EARLY WARNING REPORTS

Cision Canada

2 days ago

TORONTO, June 30, 2025 /CNW/ - Michael Held, the Chief Executive Officer and Director of LifeSpeak Inc. (" LifeSpeak" or the " Company") and Nolan Bederman, the Executive Chair and Director of LifeSpeak (each of Mr. Held and Mr. Bederman, an " Shareholder"), announce that, on June 26, 2025, the Company completed the previously announced plan of arrangement (the " Arrangement") under Section 192 of the Canada Business Corporations Act (" CBCA"), pursuant to which 17104944 Canada Inc., an entity originally incorporated under the Business Corporations Act (Ontario) as 1001180076 Ontario Inc. and continued under the CBCA, acquired all of the issued and outstanding common shares in the capital of the Company. The Arrangement, which was announced on April 17, 2025, was approved by the Company's shareholders at the special meeting held on June 23, 2025. The Company obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement on June 25, 2025.
In connection with the Arrangement and pursuant to the terms of a rollover agreement (the " Rollover Agreement"), Mr. Held and Mr. Bederman exchanged certain of their Common Shares for common shares of the Purchaser on a 1:1 basis under the Arrangement steps. Also pursuant to the Arrangement, all of Mr. Held and Mr. Bederman's options to purchase Common Shares were vested and cancelled for no consideration.
Prior to the completion of the Arrangement, Mr. Held had ownership of, or exercised control or direction over, 12,077,395 Common Shares (comprised of 1,446,041 Common Shares held directly, and control or direction over 10,631,354 Common Shares held by certain related entities) representing approximately 20.4% of the issued and outstanding Common Shares and held options to acquire an additional 1,400,000 Common Shares (all of which vested in connection with the Arrangement and were cancelled). Assuming exercise of all of such options, Mr. Held would have had ownership of, or exercise director or control over, 22.26% of the Common Shares (on a partially diluted basis).
Prior to the completion of the Arrangement, Mr. Bederman had ownership of, or exercised control or direction over, 5,691,674 Common Shares (comprised of 1,043,390 Common Shares held directly, and control or direction over 4,648,284 Common Shares held by certain related entities) representing approximately 9.62% of the issued and outstanding Common Shares and held options to acquire an additional 1,400,000 Common Shares (all of which vested in connection with the Arrangement and were cancelled). Assuming exercise of all of such options, Mr. Bederman would have had ownership of, or exercise director or control over, 11.71% of the Common Shares (on a partially diluted basis).
Following the completion of the Arrangement, neither Shareholder holds, nor exercises control or direction over, any Common Shares or options to acquire Common Shares. It is expected that the Company's common shares will be delisted from trading on the Toronto Stock Exchange on June 30, 2025. The Company will submit an application to cease to be a reporting issuer under applicable securities laws.
The head office address of LifeSpeak is 2 Bloor Street West, Suite 1902, Toronto, ON, M4W 3E2.
For further information please refer to the early warning reports to be posted on LifeSpeak's SEDAR+ profile at www.sedarplus.com or which may be obtained by contacting Mr. Held or Mr. Bederman at 416-687-6695.