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Kaldvík AS: Mandatory notifications of share lending
Kaldvík AS: Mandatory notifications of share lending

Yahoo

time17 hours ago

  • Business
  • Yahoo

Kaldvík AS: Mandatory notifications of share lending

Frøya, 19 June 2025: Reference is made to the stock exchange announcement made by Kaldvík AS ("Kaldvík" or the "Company") on 5 June 2025 (the "Announcement"), regarding the successful completion of a private placement (the "Private Placement") of new shares in the Company raising gross proceeds of approximately NOK 532 million, equal to approximately EUR 46.2 million. As described in the Announcement, the Private Placement consists of two tranches, of which tranche 1 comprises 5,976,172 offer shares ("Tranche 1") and tranche 2 comprises 32,034,878 offer shares ("Tranche 2")Reference is made to the Announcement for further details. The completion of tranche 2 was subject to a resolution by the extraordinary general meeting of the Company. This general meeting is now held, cf. also the stock exchange announcement published earlier today, where the general meeting resolved to issue the new shares allocated to investors in Tranche 2. To facilitate delivery-versus-payment settlement in the Private Placement, Austur Holding AS, a close associate of Lars Måsøval, a primary insider of the Company, has agreed to lend 9,241,926 existing shares in the Company to DNB Carnegie in accordance with a share lending agreement entered into between the Company, DNB Carnegie and Austur Holding AS. Please see the attached notification form for further information about the transaction by a close associate to a primary insider. This information is subject to the disclosure requirements pursuant to MAR article 19 and Section 5-12 the Norwegian Securities Trading Act. For further information, please contact:Roy-Tore Rikardsen, CEO: +354 791 0006 (mobile)Robert Robertsson, CFO: +354 843 0086 (mobile) Attachment PDMR Austur Holding AS 19 June 2025

CoTec Holdings Corp. Announces Initial Closing of Life Offering and Concurrent Private Placement
CoTec Holdings Corp. Announces Initial Closing of Life Offering and Concurrent Private Placement

Associated Press

timea day ago

  • Business
  • Associated Press

CoTec Holdings Corp. Announces Initial Closing of Life Offering and Concurrent Private Placement

VANCOUVER, BC / ACCESS Newswire / June 18, 2025 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) (the 'Corporation') is pleased to announce that it has completed an initial closing (the 'Initial Closing') of its previously announced financing under the Listed Issuer Financing Exemption (as defined below) (the 'LIFE Offering') and concurrent private placement (the 'Private Placement' and together with the LIFE Offering, the 'Offerings') of up to an aggregate of 12,820,512 units (each, a 'Unit') at a price of $0.78 per Unit for aggregate gross proceeds of up to $10,000,000 (comprised of $5,000,000 under the LIFE Offering and $5,000,000 under the Private Placement). Each Unit consists of one common share in the capital of the Corporation (each a 'Common Share') and one Common Share purchase warrant (each a 'Warrant'). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $1.20 for a period of 18 months following the issuance of the Units. Pursuant to the Initial Closing, the Corporation issued a total of 2,732,312 Units for aggregate gross proceeds of $2,131,203.91 under the LIFE Offering and 3,947,131 Units for aggregate gross proceeds of $3,078,763.82 under the Private Placement. The Corporation expects to complete a second and final closing of the Offerings prior to the end of June Corporation will use the net proceeds of the private placement to fund the detailed design and engineering at HyProMag USA LLC, the Corporation's drilling program at its Lac Jeannine property, further investment obligations and for general corporate purposes. Certain directors of the Corporation and Kings Chapel International Ltd. ('Kings Chapel') purchased an aggregate of 864,316 Units in the Initial Closing. Kings Chapel is an existing insider and Control Person (as defined by TSX Venture Exchange Rules) of the Corporation. Julian Treger, a director of the Corporation and its Chief Executive Officer, is a beneficiary of a family trust associated with Kings Chapel. As a result, the Private Placement is a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101"). The Private Placement is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 because the Common Shares are listed only on the TSX Venture Exchange (the 'TSXV') and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.5(a) thereof, because neither the fair market value of the Units to be issued to related parties nor the consideration to be paid by related parties pursuant to the Private Placement exceeds 25% of the Corporation's market capitalization as determined in accordance with MI 61-101. The Corporation did not file a material change report more than 21 days before the expected date of the Initial Closing as the participation therein by related parties was not settled until shortly prior to the closing of the Offerings. In connection with the Initial Closing, the Corporation paid cash fees and compensation warrants ('Compensation Warrants') to certain agents and finders as follows: $65,142.72 and 83,516 Compensation Warrants to ECM Capital Advisors Ltd.; $90,599.40 and 116,153 Compensation Warrants to Odeon Capital Group LLC; $90,386.40 and115,880 Compensation Warrants to Integrity Capital Group Inc.; $14,759.83 and 18,923 Compensation Warrants to INTE Securities LLC; $733.20 and 940 Compensation Warrants to Leede Financial Inc.; $1,872.00 and 2,400 Compensation Warrants to Canaccord Genuity Corp.; $1,014 and 1,300 Compensation Warrants to Research Capital Corporation; and $1,560 and 2,000 Compensation Warrants to Haywood Securities Inc. All securities issued to investors in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada. Early Warning Report This press release is also being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report by Kings Chapel in respect of its ownership position in the Corporation. Kings Chapel participated in the Initial Closing and purchased an aggregate of 641,025 Units. Prior to the Initial Closing, (i) Kings Chapel owned or controlled 32,286,307 Common Shares representing approximately 45.09% of the 71,598,692 issued and outstanding Common Shares, and (ii) Julian Treger owned or controlled 2,708,500 Common Shares representing approximately 3.78% of the issued and outstanding Common Shares as well as 3,608,626 options to purchase Common Shares. Immediately following the Initial Closing, (i) Kings Chapel owned or controlled 32,927,332 Common Shares representing approximately 42.06% of the 78,278,135 issued and outstanding Common Shares as well as 641,025 warrants to purchase Common Shares, and (ii) Julian Treger owned or controlled 2,708,500 Common Shares representing approximately 3.46% of the issued and outstanding Common Shares as well as 3,608,626 options to purchase Common Shares. Kings Chapel and Mr. Treger hold Common Shares for investment purposes. Each of them has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Depending on market conditions, general economic, and industry conditions, the Company's business and financial condition, and/or other relevant factors, each such shareholder may develop such plans or intentions in the future. A copy of the Early Warning Report to be filed by Kings Chapel in connection with the transactions described above will be available on the Corporation's SEDAR+ profile at The head office of the Corporation is located at Suite 428, 755 Burrard Street, Vancouver, BC V6Z 1X6. Kings Chapel's address is No. 2 The Forum, Grenville Street, St. Helier, Jersey JE1 4HH. About CoTec CoTec is a publicly traded investment issuer listed on the TSXV and the OTCQB and trades under the symbol CTH and CTHCF respectively. CoTec is a forward-thinking resource extraction company committed to revolutionizing the global metals and minerals industry through innovative, environmentally sustainable technologies and strategic asset acquisitions. With a mission to drive the sector toward a low-carbon future, CoTec employs a dual approach: investing in disruptive mineral extraction technologies that enhance efficiency and sustainability while applying these technologies to undervalued mining assets to unlock their full potential. By focusing on recycling, waste mining, and scalable solutions, the Company accelerates the production of critical minerals, shortens development timelines, and reduces environmental impact. CoTec's strategic model delivers low capital requirements, rapid revenue generation, and high barriers to entry, positioning it as a leading mid-tier disruptor in the commodities sector. For more information, please visit Forward-Looking Information Cautionary Statement Statements in this press release regarding the Company, its investments and the Offerings which are not historical facts are 'forward-looking statements' that involve risks and uncertainties, including statements relating to management's expectations with respect to its current and potential future investments and the benefits to the Company which may be implied from such statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements, due to known an unknown risks and uncertainties affecting the Company, including by not limited to: general economic, political and market factors in North America and internationally, interest and foreign exchange rates, changes in costs of goods and services, global equity and capital markets, business competition, technological change, changes in government relations, industry conditions, unexpected judicial or regulatory proceedings and catastrophic events. The Company's investments are being made in mineral extraction related assets and technologies which are subject to their own inherent risks and the success of such Investments may be adversely impacted by, among other things: environmental risks and costs; labor costs and shortages; uncertain supply and price fluctuations in materials; increases in energy costs; labor disputes and work stoppages; leasing costs and the availability of equipment; heavy equipment demand and availability; contractor and subcontractor performance issues; worksite safety issues; project delays and cost overruns; extreme weather conditions; and social disruptions. As the investments are being made in mineral extraction technology, such investments will also be subject to risks of successful application, scaling and deployment of technology, acceptability of technology within the industry, availability of assets where technology could be applied, protection of intellectual property in relation to such technology, successful promotion of technology and success of competitor technology. Any material adverse change in the Company's financial position or a failure by the Company to successfully make investments in the manner currently contemplated, could have a corresponding material adverse change on the investments and, by extension, the Company. For further details regarding risks and uncertainties facing the Company, please refer to 'Risk Factors' in the Company's filing statement dated April 6, 2022 and its other continuous disclosure documents, copies of which may be found under the Company's SEDAR+ profile at The Company assumes no responsibility to update forward-looking statements in this press release except as required by law. Readers should not place undue reliance on the forward-looking statements and information contained in this press release and are encouraged to read the Company's continuous disclosure documents, which are available on SEDAR+ at For further information, please contact: Braam Jonker - (604) 992-5600 Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES SOURCE: CoTec Holdings Corp. press release

Aalberts N.V.: Aalberts successfully issues US Private Placement of USD 600 million
Aalberts N.V.: Aalberts successfully issues US Private Placement of USD 600 million

Yahoo

time12-06-2025

  • Business
  • Yahoo

Aalberts N.V.: Aalberts successfully issues US Private Placement of USD 600 million

Utrecht, 12 June 2025 Aalberts announces the successful signing and closing of Note Purchase Agreements for its inaugural debt issuance in the US Private Placement (USPP) market, securing a total equivalent amount of approximately USD 600 million. The transaction comprises approximately USD 500 million and EUR 100 million in Senior Notes, with maturities ranging from 5 to 12 years. Funding has been completed early June. This landmark issuance earmarks a significant milestone in the further optimisation of Aalberts' capital structure. This transaction is the first of its kind for Aalberts and reflects the strong credit profile, resilient business model and access to diversified capital markets. The capital raised will support the disciplined growth agenda as part of the 'Thrive 2030' strategy, including targeted strategic acquisitions in America for our building and industry segments and Southeast Asia for our semicon segment. The proceeds will also be used to refinance outstanding debt, thereby reinforcing the long-term funding profile and preserving full flexibility under the bank facilities. Frans den Houter, Chief Financial Officer"Our debut in the USPP market confirms our robust financial position and provides long-term capital at attractive terms. This issuance further matures our capital structure and supports the delivery on our 'Thrive 2030' strategy and the expansion in key growth markets." contact+31 (0)30 3079 302 (from 8:00 am CEST)investors@ disclaimer This announcement does not constitute an offer of any securities for sale in the United States or any other jurisdiction. The securities referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Attachment press releaseError in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

MedX Announces Final Closing of Non-Brokered Private Placement
MedX Announces Final Closing of Non-Brokered Private Placement

National Post

time09-06-2025

  • Business
  • National Post

MedX Announces Final Closing of Non-Brokered Private Placement

Article content MISSISSAUGA, Ontario — MedX Health Corp. (' MedX ' or the ' Company ') (TSX-V: MDX) is pleased to announce that, further to its Press Releases dated April 7, and May 22, 2025, announcing an Initial Closing and further Closing, it has completed a final Closing of the Non-brokered Private Placement to accredited investors originally announced in its Press Release dated February 25, 2025. The Final Closing comprised the issuance of 8,678,571 Units (as described below) and raised cash proceeds of $607,500, bringing the total amount raised in the Placement to $2,063,500. Securities issued are subject to a regulatory 'hold' period of four months and one day from the date of issuance. Under this Non-Brokered Private Placement, the Company issued a total of 29,478,571 Units at $0.07 per Unit ('Unit'). Each Unit is comprised of One (1) fully paid common share and One (1) Share Purchase Warrant (' Warrant (s)'), exercisable to purchase One (1) further Common Share at the price of $0.09, during the period of one year commencing on the date of issuance. Three Insiders participated in this Placement to the extent of $500,000, for the acquisition of a total of 7,142,857 Units. In connection with the issuance of Units to those Insiders, the Company relies on exemptions from formal valuation and minority shareholder approval requirements set out in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (' MI 61-101 '). as (i) the fair market value of the proposed placement to the Insiders does not exceed 25% of the market capitalization of the Company and (ii) the conditions in section 5.7(1)(a), section 5.7(1)(b) and section 5.7(1)(e) of MI 61-101 are met. Article content Qualified agents received total cash commissions of $15,880, (equal to 8% of the gross proceeds received by the Company from the sale of the Units to subscribers introduced by such agent(s)), and 226,857 agent's warrants (' Agent's Warrant(s) ') (equal to 8% of subscriptions introduced by such agent(s)). Each Agent's Warrant, which is non-transferable, entitles the holder to acquire, at the price of CAD$0.07, a unit, comprised of One (1) fully paid Common Share and one (1) non-transferable share purchase warrant (' Agent's Share Purchase Warrant '), entitling the holder to acquire one additional Common Share at the price of CAD$0.09. The Agent's Warrants and any Agent's Share Purchase Warrants that may be issued pursuant to exercise of an Agent's Warrant, if not exercised, will expire one year following the date of issuance. Article content Article content Funds raised in this Placement are being be directed towards continuing development of the Company's leading edge SIAscopy® on DermSecure® telemedicine platform, building out the launch of its technology into the occupational health marketplace, and general corporate purposes. Article content About MedX Health Corp.: Article content MedX, headquartered in Ontario, Canada, is a leading medical device and software company focused on skin health with its SIAscopy® on DermSecure® telemedicine platform, utilizing its SIAscopy® technology. SIAscopy® is also imbedded in its products SIAMETRICS®, SIMSYS®, and MoleMate®, which MedX manufactures in its ISO 13485 certified facility. SIAMETRICS®, SIMSYS®, and MoleMate® include hand-held devices that use patented technology utilizing light and its remittance to view up to 2 mm beneath suspicious moles and lesions in a pain free, non-invasive manner, with its software then creating real-time images for physicians and dermatologists to evaluate all types of moles or lesions within seconds. These products are cleared by Health Canada, the U.S. Food and Drug Administration, the Therapeutic Goods Administration and Conformité Européenne for use in Canada, the U.S., Australia, New Zealand, the European Union and Turkey. Visit Article content This Media Release may contain forward-looking statements, which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Article content Article content Article content Article content Article content

Definity Financial Corporation Announces Increased Size of Previously Announced Private Placements of Common Shares to $385 million
Definity Financial Corporation Announces Increased Size of Previously Announced Private Placements of Common Shares to $385 million

Cision Canada

time28-05-2025

  • Business
  • Cision Canada

Definity Financial Corporation Announces Increased Size of Previously Announced Private Placements of Common Shares to $385 million

/NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/ WATERLOO, ON, May 28, 2025 /CNW/ - Definity Financial Corporation (TSX: DFY) announced today that it has increased the size of its previously announced private placements. Pursuant to the amended terms, the syndicate of underwriters, led by RBC Capital Markets as Sole Bookrunner (collectively the "Underwriters"), has agreed to purchase, on a bought deal basis, an aggregate of 4,631,000 common shares of Definity ("Common Shares") at an offering price of $66.65 per Common Share (the "Offering Price") for gross proceeds of approximately $309 million (the "Offering"). The Underwriters intend to arrange for substituted purchasers for the Common Shares being issued in the Offering. In connection with the exercise by Healthcare of Ontario Pension Plan Trust Fund ("HOOPP") of its pre-emptive right under the Governance Agreement dated November 23, 2021 between Definity and HOOPP, HOOPP has agreed to increase its purchase of Common Shares on a private placement basis to 1,151,256 at a price of $66.65 per Common Share, for aggregate gross proceeds of approximately $77 million, subject to the terms of HOOPP's subscription agreement (the "HOOPP Private Placement"). The net proceeds from the Offering and HOOPP Private Placement are intended to be used by Definity to fund a portion of the purchase price of the previously announced acquisition of the Canadian operations of Travelers (other than Travelers' Canadian surety business) for cash consideration of approximately $3.3 billion (the "Transaction"). The closing of the HOOPP Private Placement is conditional on the closing of the Offering; however, the closing of the Offering is not conditional on the closing of the HOOPP Private Placement. The Common Shares will be offered by way of private placement to "accredited investors" in all provinces and territories of Canada, and in the United States on a private placement basis to "qualified institutional buyers" pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in such other jurisdictions outside of Canada and the United States in accordance with applicable law. Closing of the Offering is expected to occur on or about June 11, 2025, subject to the approval of the Toronto Stock Exchange and customary closing conditions. Closing of the Offering is not conditional upon closing of the Transaction. In the event that the Transaction does not ultimately close, the net proceeds from the Offering are intended to be used by Definity for general corporate purposes. The Common Shares have not been and will not be registered under the U.S. Securities Act, or under any state securities laws in the United States, and may not be offered, sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. This release does not constitute an offer to sell or a solicitation to buy Common Shares in the United States or in any other jurisdiction where such offer is or may be unlawful. About Definity Financial Corporation Definity Financial Corporation ("Definity" or the "Company", which include its subsidiaries where the context so requires) is one of the leading property and casualty insurers in Canada, with over $4.5 billion in gross written premiums for the 12 months ended March 31, 2025 and approximately $3.4 billion in equity attributable to common shareholders as at March 31, 2025. Cautionary Note Regarding Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable securities laws in Canada. Forward-looking information may relate to our future business, financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, plans and objectives. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "aims", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "optimize", "strengthening", "leadership", "believes", or variations of such words and phrases or statements that certain actions, events or results "can", "may", "could", "delivers", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Specifically, forward-looking information in this news release includes, among other things, statements in respect of: the Transaction; the terms of the Transaction, including the anticipated purchase price; expectations regarding Transaction financing; the terms of the Offering; the intended use of the net proceeds of the Offering; and the HOOPP Private Placement. Statements containing forward-looking information are not historical facts, but instead represent management's expectations, estimates and projections regarding possible future events or circumstances. Forward-looking information in this news release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. In addition to other estimates and assumptions which may be identified herein, estimates and assumptions have been made regarding, among other things: that the Transaction will be effected as currently proposed; that sources of funding of the Transaction will be available in a timely manner on terms acceptable to Definity; that the Offering and HOOPP Private Placement will be effected as currently proposed; that all requisite approvals will be obtained in a timely manner in form and substance acceptable to Definity; that the Transaction will otherwise proceed on the currently anticipated timing; that the expected benefits of the Transaction will be realized; and that the applicable economic and political environments and current industry conditions will generally continue. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as at the date such statements are made, and are subject to many factors that could cause our actual results, performance or achievements, or other future events or developments, to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors: Definity's ability to continue to offer competitive pricing or product features or services that are attractive to customers; Definity's ability to appropriately price its insurance products to produce an acceptable return, particularly in provinces where the regulatory environment requires auto insurance rate increases to be approved or that otherwise impose regulatory constraints on auto insurance rates; Definity's ability to accurately assess the risks associated with the insurance policies that it writes; Definity's ability to assess and pay claims in accordance with its insurance policies; Definity's ability to obtain adequate reinsurance coverage to manage risk; Definity's ability to accurately predict future claims frequency or severity, including the frequency and severity of weather-related events and the impact of climate change; Definity's ability to address inflationary cost pressures through pricing, supply chain, or cost management actions; the occurrence of unpredictable catastrophe events; litigation and regulatory actions, including potential claims in relation to demutualization and our IPO and unclaimed demutualization benefits and the tax treatment of related amounts transferred to the Company, and COVID-19-related class- action lawsuits that have arisen and which may arise, together with associated legal costs; unfavourable capital market developments, interest rate movements, changes to dividend policies or other factors which may affect our investments or the market price of the Common Shares; changes associated with the transition to a low-carbon economy, including reputational and business implications from stakeholders' views of our climate change approach or of our environmental or climate change–related representations (i.e. "greenwashing"), that of our industry, or that of our customers; Definity's ability to successfully manage credit risk from its counterparties; foreign currency fluctuations; Definity's ability to meet payment obligations as they become due; Definity's ability to maintain its financial strength rating or credit rating; Definity's dependence on key people; Definity's ability to attract, develop, motivate, and retain an appropriate number of employees with the necessary skills, capabilities, and knowledge; Definity's ability to appropriately collect, store, transfer, and dispose of information; Definity's reliance on information technology systems and software, internet, network, data centre, voice or data communications services and the potential disruption or failure of those systems or services, including disruption as a result of cyber security risk or of a third-party service provider; failure of key service providers or vendors to provide services or supplies as expected, or comply with contractual or business terms; Definity's ability to obtain, maintain and protect its intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology; Definity's ability to effectively govern the use of models, artificial intelligence, and generative AI technology; compliance with and changes in legislation or its interpretation or application, or supervisory expectations or requirements, including changes in the scope of regulatory oversight, effective income tax rates, risk-based capital guidelines, accounting standards, and generally accepted actuarial techniques; changes in domestic or foreign government policies, such as cross-border tariffs or trade policies, may negatively impact the Canadian economy and the P&C insurance industry and/or exacerbate other risks to Definity; failure to design, implement and maintain effective controls over financial reporting and disclosure which could have a material adverse effect on our business; deceptive or illegal acts undertaken by an employee or a third party, including fraud in the course of underwriting insurance or administering insurance claims; Definity's ability to respond to events impacting its ability to conduct business as normal; Definity's ability to implement its strategy or operate its business as management currently expects; general business, economic, financial, political, and social conditions, particularly those in Canada; the emergence or continuation of widespread health emergencies or pandemics, and their impact on local, national, or international economies, as well as their heightening of certain risks that may affect our business or future results; the competitive market environment and cyclical nature of the P&C insurance industry; the introduction of advanced technologies, disruptive innovation or alternative business models by current market participants or new market entrants; distribution channel risk, including Definity's reliance on brokers to sell its products; Definity's dividend payments being subject to the discretion of its board of directors and dependent on a variety of factors and conditions existing from time to time; the discontinuance, modification, or failure to renew or complete Definity's normal course issuer bid; Definity's dependence on the results of operations of its subsidiaries and the ability of the subsidiaries to pay dividends; Definity's ability to manage and access capital and liquidity effectively; Definity's ability to successfully identify, complete, integrate and realize the benefits of acquisitions or manage the associated risks, including with respect to the Transaction; management's estimates and judgments in respect of IFRS 17 and its impact on various financial metrics; periodic negative publicity regarding the insurance industry, Definity, or Definity Insurance Foundation; and management's estimates and expectations in relation to interests in the broker distribution channel and the resulting impact on growth, income, and accretion in various financial metrics. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in Section 11 – "Risk Management and Corporate Governance" of our MD&A for the year ended December 31, 2024 should be considered carefully by readers. To the extent any forward-looking information in this presentation constitutes a "financial outlook" within the meaning of applicable securities laws, such information is being provided to assist investors in understanding the potential financial impact of the Transaction. Such information may not be appropriate for other purposes. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, the factors above are not intended to represent a complete list and there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as at the date made. The forward-looking information contained in this news release represents our expectations as at the date of this news release (or as at the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

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