Corporate Update
With the growth of the cannabis market and new products offerings into the market,
Continuing to build strategic relationships and partnerships through fiscal 2024,
The following chart, based on reporting by Hyfyre IQ™ as of
Option and RSU Grants
The Company is also pleased to announce the grant of stock options (each, an “Option”) and restricted share units (each, an “RSU”) pursuant to the Company’s equity incentive plan. The Company granted an aggregate of 700,000 Options and an aggregate of 550,000 RSUs to certain employees and consultants of the Company. Each Option is exercisable at a price of
All of the Options and RSUs (and any Common Shares issuable upon their exercise and settlement) are subject to a four month and one day hold period pursuant to the policies of the CSE and applicable securities laws.
Debt Settlements
Further to its press release dated
Capitalized terms not otherwise defined herein have the meanings attributed to them in the
The Common Shares are subject to a four month and one day hold period pursuant to the policies of the CSE and applicable securities laws. Pursuant to the policies of the CSE, completion of the Debt Settlements was subject to prior approval from the disinterested Shareholders and at the Meeting the Company received the requisite disinterested Shareholder approval.
Related Party Transaction
Each Debt Settlement constituted a “related party transaction”, as such term is defined in MI 61-101 due to the involvement of each of Messrs. Sudman and Buzaker (together, the “Officers”), who are each directors and officers of the Company and direct and control, 238 Ontario and 1000 Ontario, respectively, and would have required the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, in completing the Debt Settlements, the Company relied on exemptions from: (x) the formal valuation requirements of MI 61-101, on the basis that the Company is not listed on Specified Markets (as defined in MI 61-101), as determined in accordance with MI 61-101; and (y) the minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of each Officer’s participation in their respective Debt Settlement does not exceed
Further details will be included in a material change report to be filed by the Company. While the Company filed a material change report in respect of the Debt Settlements and the Officers’ participation in the Debt Settlements on
Early Warning Disclosures
Effective
Prior to the closing of the Transactions, 238 Ontario, together with its joint actor,
Following the completion of the Transaction, 238 Ontario, together with its joint actor, now has ownership and control over an aggregate of 44,425,424 Common Shares (of which 30,493,322 Common Shares are owned by 238 Ontario directly and 13,932,102 Common Shares are owned by
238
The Common Shares acquired pursuant to the Transactions were acquired by each of 238 Ontario and 1000 Ontario for investment purposes, and depending on market and other conditions, each of 238 Ontario and 1000 Ontario, may from time to time in the future increase or decrease their respective ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise.
An early warning report pursuant to the requirements of applicable securities laws will be issued by each of 238 Ontario and 1000 Ontario, separately, and will be posted to SEDAR+ at www.sedarplus.ca and be available on request at the number and addresses below. For further information, including a copy of the early warning reports required under applicable Canadian securities laws to be filed by each of 238 Ontario and 1000 Ontario because of the Transactions, please contact
About
For more information about
Neither the CSE nor its Regulation Services Provider have reviewed or accepted responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “strategy”, “expects” or “does not expect”, “intends”, “continues”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “will be taken”, “will launch” or “will be launching”, “will include”, “will allow”, “will be made” “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company launching new products and SKUs under the terms and in the jurisdictions disclosed herein; the Company gaining and growing its market share; the Company building additional strategic relationships and partnerships; the Company’s becoming the partner of choice for leading Canadian and international cannabis brands; and the Company’s plans to produce various derivative cannabis products.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company has the ability to produce various derivative cannabis products; the Company will launch new products and SKUs under the terms and in the jurisdictions disclosed herein; the Company will gain and grow its market share; the Company will build additional strategic relationships and partnerships; the Company’s assessment of market conditions, its ability to gain market share, and its potential competitive edge are accurate; the Company has the ability to carry out its plans with respect to its new innovation and offerings; the Company has the ability to enhance its product development capabilities; the Company will seek new Canadian business opportunities; the Company will increase efficiency in its processes and partnerships; and the Company has the ability to carry out its goals and objectives.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the Company will be unable to launch new products and SKUs under the terms, in the jurisdictions disclosed herein and/or at all; the Company being unable to gain and/ow grow its market share; the Company’s inability to build additional strategic relationships and/or partnerships; the Company’s inability to become the partner of choice for leading Canadian and international cannabis brands; the Company’s inability to produce various derivative cannabis products; the Company’s inability to carry out its plans with respect to its new innovation and offerings; and the Company’s inability to enhance its product development capabilities.
Readers are cautioned that the foregoing list is not exhaustive. 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 the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events, or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in
Source:
2024 GlobeNewswire, Inc., source