Bhayana Management – Share Conversion

HOLLAND LANDING, Ontario, July 11, 2018 (GLOBE NEWSWIRE) -- This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of an Early Warning Report regarding the conversion of securities of Inscape Corporation (the “Corporation”), an Ontario corporation with its securities trading on the Toronto Stock Exchange under the symbol “INQ”.

On July 11, 2018, pursuant to the articles of the Corporation and a stock control agreement dated December 9, 1997 among the Corporation, Bhayana Management Ltd. (“Bhayana Management”), Madan Bhayana, and CIBC Mellon Trust Company (the “Stock Control Agreement”), Bhayana Management converted 2,000,000 Class A Multiple Voting Shares of the Corporation (“Multiple Voting Shares”) into Class B Subordinated Voting Shares of the Corporation (“Subordinated Voting Shares”), on the basis of one Subordinated Voting Share for each Multiple Voting Share converted (the “Conversion”).

Immediately prior to the Conversion, Bhayana Management, together with its affiliates, held 5,345,881 Multiple Voting Shares, representing 100% of the Corporation’s issued and outstanding Multiple Voting Shares, and 1,541,200 Subordinated Voting Shares, representing approximately 17.06% of the Corporation’s issued and outstanding Subordinated Voting Shares. After giving effect to the Conversion, Bhayana Management, together with its affiliates, holds 3,345,881 Multiple Voting Shares, representing 100% of the Corporation’s issued and outstanding Multiple Voting Shares, and 3,541,200 Subordinated Voting Shares, representing approximately 32.09% of the Corporation’s issued and outstanding Subordinated Voting Shares.

Immediately prior to the Conversion, Bhayana Management, together with its affiliates, held 88% of the total outstanding votes of Inscape. After giving effect to the Conversion, Bhayana Management, together with its affiliates, holds 83% of the total outstanding votes of Inscape.   

Bhayana Management converted the Multiple Voting Shares into Subordinated Voting Shares for liquidity reasons.  Bhayana Management may from time to time acquire additional securities of the Corporation, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, in all cases in accordance with applicable securities laws.

A copy of the Early Warning Report disclosing the transaction can be obtained on SEDAR at (www.sedar.com) or from Bhayana Management at 67 Toll Road, Holland Landing, Ontario L9N 1H2.

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