Intouch Insight Ltd. Announces the Commencement Of OTCQX Trading and By-Law Changes
By: Sarah Beckett May 10, 2021
OTTAWA, May 10, 2021 – Intouch Insight Ltd., (“Intouch” or “the Company”) (TSXV: INX) (OTCQX: INXSF) is pleased to announce that its common shares are now trading on the OTCQX® Best Market under the ticker symbol of INXSF. Intouch upgraded to OTCQX from the OTCQB® Venture Market. The OTCQX Best Market is the highest market tier of OTC Markets on which 11,000 U.S. and global securities trade. Trading on OTCQX will enhance the visibility and accessibility of the Company to U.S. investors. Intouch’s common shares will continue to trade on the TSX Venture Exchange under the symbol INX.
The OTCQX Best Market provides value and convenience to U.S. investors, brokers and institutions seeking to trade INXSF. The OTCQX Best Market is OTC Markets Group's premier market for established, investor-focused U.S. and international companies. To be eligible, companies must meet high financial standards, follow best practice corporate governance, demonstrate compliance with U.S. securities laws, be current in their disclosure, and have a professional third-party sponsor introduction.
“We first started a relationship with OTC Markets when we realized that while there was a lot of investor interest in the United States there were also barriers that we wanted to remove. Since the addition of the OTCQB option for investors we have seen an increase in both liquidity and breadth of shareholders. As we continue to grow and look toward the future it made sense to upgrade to the OTCQX and remove any remaining barriers,” said Cameron Watt, President and CEO.
Intouch also announces today that its Board of Directors has adopted two new by-laws:
- By-Law No. 1B - General Corporate By-Law, relating to general corporate matters (the "General By-Law"), which rescinds and replaces the Company's existing general corporate by-law; and
- By-Law No. 2 - Advance Notice By-Law, relating to advance notice requirements for director elections (the "Advance Notice By-Law") to provide shareholders, directors, and management of the Company with a clear framework for nominating directors of the Company in connection with any annual or special shareholders’ meeting.
The General By-Law, among other provisions, contains provisions designed to ensure that Intouch’s by-law remains consistent with evolving corporate laws and governance practices and guidelines. The by-law will also include specific provisions to allow for the Company to issue Direct Registration System (DRS) certificates in addition to, or instead of, physical share certificates. There are several other changes of a housekeeping nature to provide flexibility and provide for the more detailed implementation to be set out in the Canada Business Corporations Act (the “CBCA”).
The Advance Notice By-Law includes advance notice requirements for director elections in connection with any annual or special meeting of the shareholders. The Advance Notice By-Law has been adopted to ensure that all shareholders receive adequate notice of director nominations, giving them sufficient time and information to enable them to exercise their voting rights in an informed manner. The Advance Notice By-Law is similar to the advance notice by-laws adopted by several other Canadian public companies. In particular:
- In the case of an annual meeting of shareholders, notice of nomination must be given to the Company not less than 30 days prior to the date of the annual meeting and not less than 40 days where notice-and-access is used for delivery of proxy related materials . In this first year of adoption, the Board of Directors has decreased this notice requirement to be not less than 15 days prior to the date of the Annual and Special Meeting of the Company which is scheduled to be held on June 17, 2021.
- In the event that the annual meeting is to be held less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice of nomination must be given not later than the close of business on the 10th day following that public announcement.
- In the case of a special meeting of shareholders which is not also an annual meeting, notice to the Company must be given not later than the close of business on the 15th day following the day of the first public announcement of the date of the special meeting.
The Advance Notice By-Law also outlines the proper written form for a shareholder's notice. The Board of Directors may, in its sole discretion, waive any requirement under these provisions.
Both the General By-Law and Advance Notice By-Law are effective immediately and will be placed before shareholders for approval, confirmation, and ratification at the next Annual and Special Meeting of Shareholders of the Company, which is scheduled to be held on June 17, 2021.
According to the provisions of the CBCA, each of the General By-Law and Advance Notice By-Law, respectively, will cease to be effective unless it is approved, confirmed, and ratified by a resolution adopted by a majority of the shareholder votes cast, in person or by proxy, at the Meeting.
The full text of the by-laws is available under the Company's profile at www.sedar.com.
About Intouch Insight
Intouch Insight offers a complete portfolio of customer experience management (CEM) products and services that help global brands delight their customers, strengthen brand reputation and improve financial performance. Through its flagship SaaS product, LiaCX®, Intouch helps clients collect and centralize data from multiple customer touch points, gives them actionable, real-time insights, and provides them with the tools to continuously improve customer experience. Founded in 1992, Intouch is trusted by over 300 of North America’s most-loved brands for their customer experience management, customer survey, mystery shopping, mobile forms, operational and compliance audits, and event marketing automation solutions. For more information, visit intouchinsight.com.
Certain statements included in this news release contain forward looking statements, which by their nature are necessarily subject to risks and uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such statements reflect the Company’s current views with respect to future events, and are based on information currently available to the Company and on hypotheses which it considers to be reasonable; however, management warns the reader that hypotheses relative to future events which are beyond the control of management could prove to be false, given that they are subject to certain risks and uncertainties.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Chief Financial Officer