K2 to VOTE AGAINST Nobul Technologies' Plan of Arrangement

TORONTO, Nov. 23, 2023 /CNW/ - K2 Principal Fund L.P. ("K2") which is the flagship fund of K2 & Associates Investment Management Inc., a Canadian multi-strategy and long-term growth manager, confirmed that it will VOTE AGAINST Nobul Technologies Inc ("Nobul" or the "Company") plan of arrangement (the "Arrangement") at a special meeting of shareholders ("Special Meeting") on November 27, 2023. K2 owns 16,666,667 Series D Preferred Shares in Nobul and the decision comes after much deliberation. K2 has no incentive to de-rail Nobul. If Nobul prospers then K2 and all shareholders prosper. However, this Arrangement is not the key to prosperity.

Nobul's intentions with this Arrangement appear to be disingenuous and the Arrangement raises further concerns about the Company's ability to get their long-stated objective of an Initial Public Offering ("IPO") off the ground. The Arrangement would in effect create a new holding company (Nobul AI Corp, being "Nobul HoldCo") and insert that into the top of the existing corporate structure which the Company suggests may enhance Nobul's ability to attract financing.  It is K2's view that this suggestion lacks credibility and any financing available to Nobul HoldCo would likely be available to Nobul. Other references to governance and constating documents likewise fail the test of why a HoldCo is needed to achieve the purpose. Investors need only consult Article 6 of the Arrangement to discover where Nobul's incentives lie and what appears to be the Arrangement's true purpose.

That provision provides Nobul's officers and directors, financial advisors, legal counsel, auditors, and agents with a broad release of any claims that investors may want to bring.  K2 wants investors to know that this means giving up future rights.

K2 remains concerned that the Arrangement is emblematic of corporate governance challenges at the Company which continue to persist and potentially contribute to the Company's continued inability to deliver its long-teased IPO which would be welcomed by investors, particularly in light of the critical financial condition of Nobul.

In light of this, K2 feels it has no choice but to VOTE AGAINST the Arrangement.

Investors with questions about K2's decision to VOTE AGAINST the Arrangement or with questions about the proxy voting process are encouraged to contact K2's information agent Kingsdale Advisors at [email protected] before the proxy cut-off deadline of 10am eastern time on November 23, 2023.

Founded in 2000, our flagship fund is a multi-strategy, event-driven fund that invests primarily in the North American equities and debt markets. At K2, we are active managers and use employ strategies like: merger arbitrage, long/short, private equity, restructurings and activist investing.

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward?looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of K2 and currently available information.

Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. K2 undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

This communication is provided in accordance with applicable law.  K2 is relying on the exemption under sections 9.2(4) of National Instrument 51-102 ? Continuous Disclosure Obligations to make this public broadcast solicitation. 

SOURCE K2 and Associates Investment Management Inc.