TORONTO, Nov. 17,
2022 /CNW/ - VM Hotel Acquisition Corp. (TSX: VMH.U)
(TSX: VMH.WT.U) (the "Company" or "VMH") announced
today that there is to be an additional ordinary shareholder
resolution to be placed on the Company's agenda at the virtual
meeting of the holders of Class A Restricted Voting Shares of the
Company scheduled for November 28,
202 at 9:00 a.m. Toronto time (the "Meeting").
As disclosed in its news release dated September 22, 2022, VMH has entered into a
business combination agreement with The Pyure Company Inc.
("Pyure"), HGI Industries, Inc., a predecessor and majority
shareholder of Pyure, and TCPI Mergersub, Inc., a wholly owned
subsidiary of VMH, pursuant to which VMH intends to acquire,
through a series of transactions, all of the issued and outstanding
shares of Pyure (the "Business Combination").
Under the Business Combination, the outstanding options
exercisable for Pyure common shares will be exchanged for options
exercisable for common shares of VMH on substantially the same
terms and conditions as were applicable to the Pyure options,
subject to adjustment to the number of common shares for which such
options are exercisable and the exercise price per common share
based on the exchange rate that is being applied to the issuance of
VMH common shares to Pyure shareholders in exchange for the Pyure
common shares in connection with the Business Combination. The
newly added ordinary shareholder resolution is to approve a legacy
option plan of VMH that will govern the new VMH options, effective
upon completion of the Business Combination (the "Option Plan
Resolution"). A draft of the new option plan is available on
the Company's website at www.vm-hotel.com.
A registered shareholder entitled to vote at the Meeting has the
right to appoint a person other than either of the members of
management designated in the form of proxy mailed to shareholders,
who need not be a shareholder, to act for such shareholder and on
its behalf at the Meeting, including with respect to the vote on
the Option Plan Resolution. A shareholder may do so either by
inserting the name of that other person in the blank space provided
in the proxy (and striking out the names now designated) or by
completing and delivering another suitable form of proxy. The
individuals named in the proxy given to the Company's management
will vote the Class A Restricted Voting Shares represented thereby
for the Option Plan Resolution.
Although a beneficial shareholder will not be recognized
directly at the Meeting for the purposes of voting the Class A
Restricted Voting Shares registered in the name of its
intermediary, a beneficial shareholder, or a person designated by
such beneficial shareholder, may attend the Meeting as proxyholder
for its intermediary and vote its Class A Restricted Voting Shares
in that capacity, including with respect to the vote on the Option
Plan Resolution. If a beneficial shareholder wishes to attend at
the Meeting and indirectly vote its Class A Restricted Voting
Shares as proxyholder for its intermediary, or have a person
designated to do so, such beneficial shareholder should enter its
own name, or the name of the person such beneficial shareholder
wishes to designate, in the blank space on the form of proxy or
voting instruction form provided to the beneficial shareholder by
its intermediary and return the same to its intermediary in
accordance with the instructions provided by such intermediary,
well in advance of the Meeting.
The form of proxy will not be valid for use at the Meeting
unless the completed form of proxy is deposited at TSX Trust's
office at 301 - 100 Adelaide Street West
Toronto, Ontario, M5H 4H1, by facsimile at 416-595-9593 or
by internet at www.voteproxyonline.com by 9:00 a.m. (Toronto time) on November 24, 2022 or, if the Meeting is
adjourned, at least 48 hours (excluding Saturdays, Sundays and
holidays) prior to the time set for the reconvening of the Meeting.
A beneficial shareholder that receives the form of proxy or voting
instruction form through such shareholder's broker or through
another intermediary, should complete and return the materials in
accordance with the instructions provided by its intermediary.
This news release is supplemented by the information set out to
the Notice of Meeting for the Meeting.
About VM Hotel Acquisition Corp.
VMH is a special purpose acquisition company incorporated under
the laws of the Province of British
Columbia for the purpose of effecting a qualifying
acquisition within a specified period of time. VMH's head office is
located at Brookfield Place, 161 Bay Street, Suite 2420,
Toronto, ON, M5J 2S1 and the
registered office is located at 700 West Georgia Street, Floor 25,
Vancouver, BC V7Y 1B3.
SOURCE VM Hotel Acquisition Corp