48North Cannabis Corp. announced the results of its special meeting of shareholders held earlier today. At the Special Meeting, Shareholders passed the special resolution approving the Company’s proposed plan of arrangement under Section 192 of the Canada Business Corporations Act with HEXO Corp. which was announced on May 17, 2021.
Under the Arrangement, HEXO will, among other things and subject to the satisfaction (or waiver) of all applicable conditions precedent, acquire all of 48North’s issued and outstanding common shares (the “48North Shares”) in an all-share exchange transaction. Shareholders will receive 0.02366 common shares of HEXO (each whole share, a “HEXO Share”) for each 48North Share they hold. Upon completion of the Arrangement, existing Shareholders are expected to own 5,352,038 of HEXO Shares, representing approximately 3.39% of all issued and outstanding HEXO Shares.
The total number of 48North Shares represented by Shareholders virtually present or represented by proxy at the Special Meeting was 95,203,773, representing approximately 42.25% of the issued and outstanding 48North Shares as at July 13, 2021, the record date for the Special Meeting.
The Arrangement Resolution required the affirmative vote of (A) at least 66⅔% of the votes cast by Shareholders virtually present or represented by proxy and entitled to vote at the Special Meeting, and (B) a majority of the votes cast by the Shareholders virtually present or represented by proxy and entitled to vote at the Special Meeting, excluding the votes of persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions. Details on the voting results at the Special Meeting are as follows:
|
Votes For |
Votes For % |
Votes Against |
Votes Against % |
|
93,558,149 |
98.27 |
1,645,624 |
1.73 |
Approval of the Arrangement Resolution was a condition precedent to the completion of the Arrangement, which is expected to occur on or about September 1, 2021. However, completion of the Arrangement remains subject to a number of conditions precedent, including approval from the Ontario Supreme Court of Justice and satisfaction of other customary closing conditions.
Further information regarding the Arrangement is set out in the management information circular of the Company dated July 14, 2021 (the “Information Circular”), a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.
About 48North
48North Cannabis Corp. is a brand-led, consumer-centric licensed cannabis producer with an expansive portfolio of high quality, accessibly priced products available across the country. The company serves the Canadian medical and adult-use markets with its brand portfolio that includes: 48North, an innovative and high-quality cannabis brand focused on thoughtfully crafted everyday staples for passionate cannabis users; Trail Mix, an accessibly priced brand formulated with taste and aroma-first flavour profiles; and Latitude, a next generation lifestyle platform and premium, natural cannabis collection focused on wellness, beauty, and beyond.
