HEXO Corp. announced that it has entered into a transition agreement with Adam Arviv and his fund, Kaos Capital, to refresh the Company’s board of directors, effective immediately. The new Board will stand for election at the Company’s upcoming annual and special meeting of shareholders to be held on March 8, 2022.
The new Board is composed of seven directors, all of whom are independent, being: Mark Attanasio (Chair), Rose Marie Gage (Vice-Chair and Chair of the ESG Committee), Vincent Chiara, Hélène F. Fortin (Chair of the Audit Committee), Rob Godfrey, Peter Montour and William Montour. The Company has also agreed to appoint an eighth director to the Board and reasonably acceptable to the Board after the Meeting.
As part of the changes today, John Bell has also announced that he has decided to step down as Chair of the Board of Directors, effective immediately. HEXO would like to thank John Bell for stewarding the company through this transition period.
“HEXO has built a reputation as a leader in the cannabis sector and will continue to pave the way as the industry evolves,” said Scott Cooper, CEO of HEXO. “I look forward to working with the refreshed board as we build the company’s next chapter and deliver on the Path Forward.”
“We’ll work closely with the management team as they continue to fast-track the Company’s path to becoming a cash flow positive business,” noted Arviv. Arviv, through his fund Kaos Capital, currently owns approximately three per cent stake of HEXO’s outstanding shares. Adam Arviv and his affiliates have agreed to support the refreshed board slate at the Meeting.
In connection with the terms of the Agreement, the Company confirms certain changes to the nominees for election to the Board to be considered at the Meeting, as described in the Company’s management information circular dated February 3, 2022 (the Circular). In connection with the Agreement, John Bell, Emilio Imbriglio, Adam Miron and Scott Cooper (the Resigning Directors) have resigned from the Board effective today and Mark Attanasio, Rob Godfrey (the New Directors) and Hélène F. Fortin have been appointed to the Board.
The Circular contemplates the nomination for election to the Board at the Meeting of Messrs. Bell and Cooper. Pursuant to the Agreement, the Company is pleased to confirm that the New Directors will now be nominated to stand for election to the Board at the Meeting in place of Messrs. Bell and Cooper.
The details of the New Directors who will stand for nomination to the Board at the Meeting in place of the Resigning Directors are set out below. Ms. Fortin’s details are set out in the Circular:
Mark Attanasio
Age: 45
Residency: Ontario, Canada
Principal occupation for the past five years: Director of Nocera Investment Corp. (2015 – Present)
Mark Attanasio is currently a director of Nocera Investment Corp, a private investment fund focused on high growth venture companies. Mr. Attanasio also serves a director of GhostRetail. Mr. Attanasio began his career as a Chartered Accountant and spent four years at PricewaterhouseCoopers LLP in Audit and Advisory Services. He spent 11 years at National Bank Financial, starting in the M&A group, then served four years as Director of Global Equity Derivatives, where he managed a proprietary trading portfolio of bank capital. In 2014, he was hired by Dundee Corporation as Executive Vice President, Merchant Banking, overseeing a portfolio of investments in multiple sectors. From there, he was appointed President of Dundee Capital Markets, where he managed all aspects of the capital markets business. Mark then led a management buyout of Dundee Capital Markets and became co-founder and CEO of Eight Capital, formerly known as Dundee Capital Markets. Mark Attanasio graduated from the University of British Columbia with a Bachelor of Science. He holds the CA and CPA accountancy designations. Mark Attanasio does not beneficially own, or control or direct, directly or indirectly, any shares of the Company.
Rob Godfrey
Age: 49
Residency: Ontario, Canada
Principal occupation for the past five years: President of Brown Lab Industries Inc. (2002 – Present); President & Chief Executive Officer of Vector Health Laboratories Ltd. (2021 – Present)
Rob Godfrey is the President of Brown Lab Industries Inc., a consulting and property management company, and is the President and CEO of Vector Health Labs, a laboratory services company. Mr. Godfrey also serves as a director of Bragg Gaming Group Inc., a publicly-traded company on the TSX and is Chairman of Kings Entertainment Group Inc., a publicly-traded company on the CSE. Mr. Godfrey oversees two portfolio companies: Qwatro USA and UrbanDog Holdings. In addition, Mr. Godfrey is active in Brown Lab’s real estate activities including the management of commercial and industrial properties in Ajax, Etobicoke and Toronto. Mr. Godfrey’s previous work experience includes Senior Vice President of the Toronto Blue Jays Baseball Club, President of the Toronto Phantoms Arena Football Team and Associate at TD Securities. Mr. Godfrey holds a BA from the University of Western Ontario, and a JD/MBA from Pepperdine University in California. Mr. Godfrey does not beneficially own, or control or direct, directly or indirectly, any shares of the Company.
About HEXO
HEXO is an award-winning licensed producer of innovative products for the global cannabis market. HEXO serves the Canadian recreational market with a brand portfolio including HEXO, Redecan, UP Cannabis, Namaste Original Stash, 48North, Trail Mix, Bake Sale, REUP and Latitude brands, and the medical market in Canada, Israel and Malta. The Company also serves the Colorado market through its Powered by HEXO® strategy and Truss CBD USA, a joint venture with Molson-Coors. With the completion of HEXO’s recent acquisitions of Redecan and 48North, HEXO is a leading cannabis products company in Canada by recreational market share. For more information, please visit hexocorp.com.
