2022-11-09 | TSX:GIVX | Press release

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Continuation and Name Change Update

Toronto, Ontario–(Newsfile Corp. – November 9, 2022) – Givex Information Technology Group Limited (TSX: GIVX) (OTCQX: GIVXF) (the “Company” Where “Givex“) announces that it intends to file articles of continuance this week to continue the company out of the Province of British Columbia and into the Province of Ontario under the provisions of the Business Corporations Act (Ontario) (the “Continuation“), and simultaneously upon filing its articles of continuance, change its name from “Givex Information Technology Group Limited” to “Givex Corp” (the “Name change” and, with the prorogation, the “Extension and change of name“).

The continuance and name change were approved by an overwhelming majority of the Company’s shareholders by special resolution passed at the Company’s annual and special meeting held on May 26, 2022 (the “Meeting“) with an approval rating of 98.3% of the votes cast at the Meeting. In addition, shareholders of the Company have been granted dissent rights with respect to the Continuance.

As indicated in the Company’s management information circular relating to the Meeting, since the majority of the Company’s management and the Company’s head office are located in Ontario, the Board of Directors of the Company (the “Plank“) determined that it would be more efficient and cost-effective for the company to be governed by the laws of Ontario and authorized the continuance and name change on April 19, 2022. The reason for the name change is to facilitate certain administrative and logistical matters and to revert to how the Company was styled over its twenty-two-year history prior to completing its reverse takeover transaction and listing on the Toronto Stock Exchange in December 2021.

There will be no change in the trading symbol of the Company in connection with the Continuance and the Name Change. A copy of the certificate of continuance once issued by the Ministry of Government and Consumer Services will be available on SEDAR at www.SEDAR.com.

Update on 2023 Annual and Special Meeting and Shareholder Demand

In the Company’s press release dated November 7, 2022, the Company announced the formation of a special committee of the board of directors to review and make recommendations to the board regarding the request for a meeting of shareholders (the “Requisition“) issued by Inter.Act Venture Fund Inc. (“Inter.Act Venture“) on November 2, 2022.

After concluding this review process, the Company intends that at its next annual meeting (the “Meeting 2023“) certain matters raised in the application will be placed on the agenda for the 2023 meeting. Specifically, Mr. Ladouceur, a candidate for the position of director of Inter.Act Venture identified in the application, will be included in the list of persons standing for election to the Board The number of directors to be elected will be six In addition, the three advisory resolutions included in the application will be included as special matters to be voted on at the the 2023 meeting. The Company communicated this position to Inter.Act Venture.

About Givex

Givex (TSX: GIVX) (OTCQX: GIVXF) is a global financial technology company that provides merchants with customer engagement, point-of-sale and payment solutions, all on one platform. We are integrated with over 1000 technology partners, creating a complete end-to-end solution that delivers powerful customer insights. Our platform is used by some of the biggest global brands, comprising approximately 118,000 locations in over 100 countries. Learn more about Givex.com.

Additional information about Givex can be found by viewing its profile on SEDAR at www.SEDAR.com.

Legal notice

The publication, publication or distribution of this announcement in certain jurisdictions may be restricted by law and, accordingly, persons in such jurisdictions in which this announcement is published, published or distributed should inform themselves of and observe such restrictions.

Disclaimer for forward-looking statements

Certain statements in this press release constitute “forward-looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance objectives or achievements of the Company, or industry results, are materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. These statements reflect the Company’s current views regarding future events and operating performance, are based on information currently available to the Company, and speak only as of the date of this press release. Although the Company believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, undue reliance should not be placed on these forward-looking statements, which are not guarantees and are subject to certain risks, uncertainties and assumptions, which may cause actual performance and financial results to differ materially from these forward-looking statements. The forward-looking statements included in this press release speak only as of the date of this press release and, except as required by applicable securities laws, the Company does not undertake to publicly update such statements. forward-looking statements to reflect new information, future events or otherwise.

For more information, please contact:

Joe Donaldson, Director of Marketing, [email protected], 416.350.9660 Co: Givex

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/143712

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