Skycap Announces Shareholder Approval of STRYK Business Combination, Results of Special Meeting and Proposed Debt Settlements
Proposed share settlements would address unpaid fees and change-of-control payments while issuing additional equity.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Skycap Investment Holdings (LIMFF) shareholders approved the proposed business combination with STRYK Brands at the November 3, 2026 special meeting. The transaction received 99.342% support from votes cast. Skycap would acquire all STRYK shares through a three-cornered amalgamation, resulting in STRYK's reverse takeover of Skycap.
Shareholders also authorized a consolidation of up to 105 existing shares for one new share, a name change to STRYK Brands and a seven-member board upon closing. All other resolutions passed. Skycap proposes post-consolidation share issuances at C$5.64 per share to settle C$311,333 in director fees, C$1,060,000 in early termination payments and C$125,000 in legal fees. The issuances require Canadian Securities Exchange approval and are expected after consolidation. The director-fee and termination settlements are related-party transactions.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointSTRYK transaction approval received 99.342% support from votes cast, completing the shareholder approval step.
- Minor point. Forward-looking: it has not happened yet and may not happen.Proposed director-fee settlement would clear C$311,333 in accrued and unpaid fees through shares.
- Minor point. Forward-looking: it has not happened yet and may not happen.Proposed legal-fee settlement would clear C$125,000 in outstanding fees through shares.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.Change-of-control termination payments total C$1,060,000, proposed to be settled with 187,942 post-consolidation shares at C$5.64 each.
- Minor point. Forward-looking: it has not happened yet and may not happen.Director-fee settlement proposes 55,198 post-consolidation shares at C$5.64 each, diluting existing holders.
- Minor point. Forward-looking: it has not happened yet and may not happen.Legal-fee settlement proposes 22,163 post-consolidation shares at C$5.64 each, diluting existing holders.
- Minor pointProposed settlement share issuances remain subject to Canadian Securities Exchange approval.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - November 4, 2026) - Skycap Investment Holdings Inc. (CSE: SKY) ("Skycap" or the "Company") is pleased to announce that, at the special meeting of shareholders held on November 3, 2026 (the "Meeting"), its shareholders approved the previously announced business combination with STRYK Brands Inc. ("STRYK"), which Skycap announced on July 9, 2026. All other resolutions presented at the Meeting were also approved. Skycap also announces proposed share issuances to settle accrued director fees, early termination payments and outstanding legal fees.
The proposed business combination (the "Transaction") will be completed by way of a three-cornered amalgamation involving STRYK and a wholly-owned subsidiary of Skycap. Upon completion, Skycap will acquire all of the issued and outstanding shares of STRYK, resulting in a reverse takeover of Skycap by STRYK. The Transaction constitutes a Fundamental Change under the policies of the Canadian Securities Exchange (the "CSE").
Voting Results
The table below summarizes the voting results for each resolution presented at the Meeting. A total of 79,512,429 common shares were represented at the Meeting, representing
| Resolution | Votes For | % For | Votes Against | % Against |
| Ordinary resolution approving the Transaction | 78,989,429 | 99.342 | 523,000 | 0.658 |
| Special resolution authorizing the consolidation of Skycap's issued and outstanding common shares on the basis of up to one post-consolidation common share for every 105 pre-consolidation common shares in connection with the completion of the Transaction | 78,982,429 | 99.333 | 530,000 | 0.667 |
| Special resolution authorizing the change of the Company's name to "STRYK Brands Inc." in connection with the Transaction | 78,995,429 | 99.350 | 517,000 | 0.650 |
| Special resolution fixing the number of directors at seven, effective upon closing of the Transaction | 79,012,429 | 99.371 | 500,000 | 0.629 |
| Ordinary resolution electing Max Krangle as director of the resulting issuer, effective upon closing of the Transaction | 78,988,893 | 99.342 | 523,536 | 0.658 |
| Ordinary resolution electing James Wilgar as director of the resulting issuer, effective upon closing of the Transaction | 78,988,893 | 99.342 | 523,536 | 0.658 |
| Ordinary resolution electing Bryan Jones as director of the resulting issuer, effective upon closing of the Transaction | 78,988,893 | 99.342 | 523,536 | 0.658 |
| Ordinary resolution electing Marchant Kuys as director of the resulting issuer, effective upon closing of the Transaction | 78,988,893 | 99.342 | 523,536 | 0.658 |
| Ordinary resolution electing Stephen Smith as director of the resulting issuer, effective upon closing of the Transaction | 78,989,389 | 99.342 | 523,040 | 0.658 |
| Ordinary resolution electing Beena Goldenberg as director of the resulting issuer, effective upon closing of the Transaction | 78,995,429 | 99.350 | 517,000 | 0.650 |
| Ordinary resolution electing Paul Norman as director of the resulting issuer, effective upon closing of the Transaction | 78,989,389 | 99.342 | 523,040 | 0.658 |
| Ordinary resolution approving the amendment to the Company's equity incentive plan | 78,988,787 | 99.341 | 523,642 | 0.659 |
Further details regarding the Transaction and the resolutions approved at the Meeting are set out in the Company's management information circular, available under Skycap's profile on SEDAR+ at www.sedarplus.ca.
Proposed Debt Settlements and Early Termination Payments
Skycap proposes to issue an aggregate of 55,198 post-consolidation common shares to four directors at a deemed price of
The Transaction constitutes a change of control under the professional services agreements dated April 17, 2025 between Skycap and each of Navy Street Consulting Ltd. ("Navy") and 2761819 Ontario Inc. ("276"). Skycap proposes to settle the resulting early termination payments, of
Skycap also proposes to issue 22,163 post-consolidation common shares to its legal counsel, at a deemed price of
The proposed share issuances remain subject to approval of the CSE and are expected to occur following completion of the share consolidation. All dollar amounts in this section are in Canadian dollars.
Related Party Transactions
The proposed Directors' Fees Settlement and Change of Control Settlement constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Skycap intends to rely on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 because Skycap is not a CSE senior tier issuer and none of its securities are listed or quoted on a market specified in that section. Skycap also intends to rely on the exemption from the minority shareholder approval requirement in section 5.7(1)(a) of MI 61-101 because, at the time each of the Directors' Fee Settlement and Change of Control Settlement were agreed to, neither the fair market value of the subject matter for the settlements nor the fair market value of the consideration of the settlements, in each case to the extent involving interested parties and calculated on an aggregate basis, exceeded
ABOUT SKYCAP INVESTMENT HOLDINGS INC.
Skycap Investment Holdings Inc. is a Canadian-based investment issuer focused on identifying and investing in high-growth sectors. Leveraging its financial resources and market expertise, Skycap aims to deliver sustainable value to its stakeholders through strategic and diversified investments. Additional information can be found in the Company's filing statement dated March 27, 2025, available under the Company's profile on SEDAR+ at www.sedarplus.ca.
ABOUT STRYK INC.
STRYK is creating a portfolio of Nixodine™ pouches for adults 21+. More information is available at www.strykbrands.com.
For further information, please contact:
Skycap at:
Keshav Kochhar, Executive Chairman
Skycap Investment Holdings Inc.
ir@li-metal.com
289-307-0117
STRYK at:
Max Krangle
General Counsel
STRYK Brands Inc
mkrangle@strykbrands.com
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the concurrent financings of STRYK in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". Forward-looking information also includes the proposed settlements and related share issuances, their timing, entry into the debt conversion agreements and receipt of CSE approval. This information assumes completion of the share consolidation and receipt of the requisite CSE approval. The issuances may be delayed or may not occur if these conditions are not met.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the failure to satisfy all conditions precedent to the Transaction; failure to obtain all regulatory approvals, including CSE approval, for the Transaction; failure to complete the name change; failure to complete the concurrent financings of STRYK; the anticipated costs to complete the Transaction may exceed current expectations; STRYK (and therefore, the resulting issuer) may be unable to successfully execute its business strategy such that future growth, results of operations, performance and business prospects and opportunities of STRYK (and therefore, the resulting issuer) may not be as currently anticipated; and new laws or regulations could adversely affect the resulting issuer's business and results of operations. There are numerous other factors, many of which are out of STRYK's and Skycap's control, that could cause STRYK's and Skycap's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets or the economy generally; results of operation activities and development of projects; unanticipated costs and expenses; and general market and industry conditions. These factors and fluctuations may adversely affect the price of the resulting issuer's securities, regardless of its operating performance. The parties undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of their securities or their respective financial or operating results (as applicable).
Skycap and STRYK caution that the foregoing list of material factors is not exhaustive. When relying on these forward- looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The parties have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of factors is not exhaustive and subject to change. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking statements contained in this press release represent Skycap's and STRYK's expectations as of the date of this press release and are subject to change after such date. Skycap and STRYK have no intention, and undertake no obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise, except as required by law.
There can be no assurance that the Transaction will be completed as proposed or at all.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322491
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