Goodbody Health Inc.
(“Goodbody” or “Goodbody Health” the “Company” or the “Group”)
10th August 2022
Goodbody Health Provides
Annual General and Special Meeting of Shareholders Update
Goodbody Health (AQSE: GDBY) is pleased to announce the results of the Company’s Annual General and Special Meeting of the shareholders held on August 9th, 2022 (the “Meeting”). At the Meeting there were 77,050,554 shares represented in person or by proxy and voted, representing 21% of the total shares issued and outstanding. A majority of the shares were voted to accept the financial statements for the 2021 fiscal year. The shareholders unanimously voted to set the number of directors at six. The management nominations for directors, namely, Geremy Thomas, Marc Howells, Anne Tew, George Thomas, Clive Standish, and Mark Blower accepted their respective nominations as Directors of the Company. There were no nominations for directors from the floor. On the election of the directors, the percentage of votes cast for each director were as follows:
Geremy Thomas – 99%
Marc Howells – 99%
Anne Tew – 99%
George Thomas – 99%
Clive Standish – 99%
Mark Blower – 98%
In addition to the above, given the 99% approval from the shareholders that were represented at the Meeting, the vote exceeded the special resolution threshold of the required two-thirds of the outstanding shares of our common stock represented at the Meeting. As a result, the Company is pleased to announce its change of corporate jurisdiction to Guernsey from the Province of British Columbia, Canada by means of a process called a “continuation” under the Business Corporations Act (British Columbia), has been approved and will be proceeded with. The Company will now file the required documents in Guernsey and British Columbia. Upon receipt of a certificate of continuation from the Registrar of Companies of British Columbia, the Company will no longer be a British Columbia corporation and will be governed by the laws of Guernsey. The change of corporate jurisdiction will not result in any material change to the business and will not have any effect on the relative equity or voting interests of shareholders. Each previously outstanding share of common stock will become one ordinary share of the Guernsey corporation. The continuation is currently anticipated to be effective on or about the 23rd of August 2022.
The Company intends to delist from the CSE on or about Tuesday 16th August 2022 and trading is expected to be temporarily suspended on the AQSE on the same day. The 1 for 10 consolidation is expected to occur on or about Monday 22nd August. Trading is planned to resume on the AQSE on or about Tuesday 23rd August 2022 following the continuation.
The Company has published Frequently Asked Questions (FAQs) in regards to the information contained in the circular and the continuation procedures relevant to shareholders on its website to be found at https://goodbodyhealth.com/agm-proposed-re-domiciliation/.
Further information regarding the Company, including the Annual General and Special Meeting information circular, can be found at www.sedar.com.
The Directors of the Company accept responsibility for the contents of this announcement.
On behalf of the Board of Directors,
For further information:
Chief Executive Officer
Goodbody Health Inc.
+44 (0) 20 7971 1255
AQSE Corporate Advisor
Peterhouse Capital Limited
Guy Miller / Mark Anwyl
+44 (0) 20 7469 0930