Emblem Corp. Shareholders Approve Proposed Arrangement with Aleafia Health, Announces Results of Special Meeting
TORONTO, March 06, 2019 (GLOBE NEWSWIRE) — Emblem Corp. (TSXV: EMC, OTCQX: EMMBF) (“Emblem” or the “Company”) is pleased to announce that, at the special meeting of shareholders of Emblem held today (the “Meeting”), the shareholders of Emblem voted in favour of a special resolution to approve the proposed arrangement (the “Arrangement”) involving Emblem and Aleafia Health described in the joint press release issued by Emblem and Aleafia on December 19, 2018, as well as certain other Meeting matters.
The Arrangement required approval by 66 ⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting.
The Arrangement creates:
- The leading Canadian medical cannabis clinic and education centre network with 60,000 patients seen to date
- A high-value, highly differentiated medical product portfolio of oils, capsules and sprays
- Scaled production capacity and leading supply with three dedicated cultivation and product innovation facilities and industry’s largest LP to LP cannabis supply agreement
- A national and global distribution platform with provincial supply agreements, retail partnerships and global partnerships operating in the European Union and Australia
- Improved capital markets profile, with broader shareholder base and improved liquidity
- A robust cash position
A total of 56,797,782 Emblem shares, representing approximately 43.29% of the outstanding Emblem common shares, were represented in person or by proxy at the Meeting. Of the votes cast with respect to the Arrangement, an aggregate of 52,489,816 Emblem common shares were voted in favour of the Arrangement, representing approximately 93.46% of the votes cast on the resolution.
In addition, Emblem shareholders also voted on certain other Meeting matters with the following results:
- Stated Capital Reduction Resolution: the reduction in the stated capital of the common shares of Emblem was approved;
- New By-Laws: the amended by-laws of Emblem were ratified, confirmed and approved;
- Change in Registered Office: the change to the registered office of Emblem from the Province of British Columbia to the Province of Ontario was ratified, confirmed and approved; and
- Amendment to Articles: the special resolution authorizing the filing of articles of amendment of Emblem to remove the Preferred shares and Special shares from the authorized share capital of Emblem was approved.
It is anticipated that the Arrangement will be completed as soon as practicable following receipt of the final order of the Ontario Superior Court of Justice (Commercial List) (the “Court”), which is expected to be obtained on or about March 8, 2019, and following the satisfaction or waiver of all other conditions precedent to the Arrangement including the final approval of the TSX Venture Exchange (“TSXV”). Following completion of the Arrangement, Emblem’s common shares will be de-listed from the TSXV. Aleafia Health has received conditional acceptance from the TSXV to have the Emblem warrants that are currently listed and posted for trading on the TSXV to continue to be listed and posted for trading on the TSXV.
Such listing remains subject to Aleafia receiving the final approval of the TSXV.
Further information about the Arrangement is set forth in the materials prepared by Emblem in respect of the Meeting which were mailed to Emblem shareholders and filed under Emblem’s profile on SEDAR at www.sedar.com.
Emblem is a fully integrated cannabis company focused on driving shareholder value through product innovation, brand relevance, and access to patient and consumer channels. Through its wholly-owned subsidiary Emblem Cannabis Corporation, Emblem is licensed to cultivate, process, and sell cannabis and cannabis derivatives in Canada under the Cannabis Act. Emblem’s state-of-the-art indoor cannabis cultivation facility and Product Innovation Centre is located in Paris, Ontario. Emblem is also the parent company of GrowWise Health Limited, one of Canada’s leading cannabis education services. Emblem trades under the ticker symbol EMC on the TSXV.
For more information, please visit www.emblemcorp.com.
About Aleafia Health
Aleafia Health, a vertically integrated, national cannabis company, operates major medical clinic, cannabis cultivation and R&D facilities. A federally licensed producer and vendor of cannabis, the company has a planned and fully-funded annual production capacity of 98,000 kg of dried cannabis flower. Aleafia operates medical cannabis clinics staffed by physicians and nurse practitioners, with over 50,000 patients. The company is highly differentiated, maintaining the largest medical cannabis dataset in the world.
Aleafia Health is committed to creating sustainable shareholder value and has been named the 2019 top performing company of the year by the TSX Venture Exchange.
LEARN MORE: www.AleafiaHealth.com/Invest
For media inquiries, please contact:
For further information contact:
Toll-Free (within North America): 1.866.581.0508
Call Collect (outside North America): 416.867.2272
Chief Financial Officer
Aleafia Health Inc.
VP Public Affairs
Aleafia Health Inc.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements in this news release include, but are not limited to, satisfaction of conditions precedent to the closing of the Arrangement, the details of which are set out in the management information circular of Emblem prepared in connection with the Meeting, obtaining the final order of the Court, the expected timing to close the Arrangement, the expectation that, on or following the closing of the Arrangement, Emblem’s common shares will be de-listed from the TSXV and that the Emblem warrants that are currently listed and posted for trading on the TSXV will continue to be listed and posted for trading on the TSXV and the excepted timing thereof. Readers are cautioned that the foregoing list is not exhaustive, and that, in particular, there can be no assurance that Emblem will receive the requisite approvals for the Arrangement (if at all) including Court, regulatory, and stock exchange, or that the Arrangement will be completed even if all necessary approvals are obtained. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. Emblem and Aleafia disclaim any intention or 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 Arrangement will occur, or that it will occur on the terms and conditions contemplated in this news release. The Arrangement could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.