Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the proposed transactions as a whole constitute a "business combination" for SAO and will be subject to "minority approval" (as such term is defined in MI 61-101) of the SAO shareholders. For these purposes, the resolutions approving the transactions must be approved by a majority of the votes cast by holders of securities, excluding holders of securities whose votes cannot be included for the purposes of minority approval.
Pursuant to the policies of the Exchange, the proposed transactions will be subject to Majority of the Minority Approval (as such term is defined in Exchange Policy 2.4) by the SAO shareholders. For these purposes, the resolution approving the proposed transactions must be approved by a majority of the votes cast by holders of securities, excluding securities held by (i) Non-Arm's Length Parties to SAO, and (ii) Non-Arm's Length Parties to the Qualifying Transaction (as such terms are defined in Exchange Policy 2.4).
The post-transaction dissolution of SAO described above shall also be subject to approval by shareholders of SAO in accordance with the Canada Business Corporations Act.
Further details about the proposed transaction will be provided when the parties enter into a definitive subscription agreement and in the information circular to be prepared by SAO and delivered to its shareholders in respect of the proposed transactions.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval (as described above). Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information circular to be prepared by SAO in connection with the proposed transactions, any information released or received with respect to the proposed transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.
About Digital Shelf Space Corp.
Digital Shelf Space is an independent creator, producer and distributor of home entertainment content targeted at the fitness and sports instruction market. Digital Shelf Space's overall content partnership strategy is to align itself with world-class, global brand partners. For more information visit www.digitalshelfspace.com and to view our current projects with Georges St-Pierre and the TOURAcademy®, visit www.gsprushfit.com and www.touracademydvds.com.
About Spara Acquisition One Corp.
Spara Acquisition One Corp., a capital pool company within the meaning of the policies of the Exchange, was incorporated on March 11, 2011 and was listed on the Exchange on November 9, 2011. SAO does not have any operations and has no assets other than cash. SAO's business is to identify and evaluate businesses and assets with a view to completing a "qualifying transaction" under the policies of the Exchange.
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