Item 1.01 Entry into a Material Definitive Agreement.
Plan of Arrangement
On
Instadose is building a large-scale commercial outdoor growing, cultivation, production, and global distribution platform (the "Global Distribution Platform") for medicinal cannabis and cannabinoid oil. Utilizing the Global Distribution Platform, Instadose will be seeking to open the commercial gateway to a new wholesale marketplace capable of providing pharmaceutical industry companies with large, sustainable, consistent, diverse, and lowcost supplies of highquality medicinal cannabis and cannabinoid oil for use in bulk as an active pharmaceutical ingredient.
Instadose's Global Distribution Platform spans five (5) world continents to
date, including
Upon consummation of the transaction, the Company will no longer be considered a "shell" company.
Based on information provided to the Company, at the closing the Company will have to issue an aggregate of 463,754,949 shares of common stock of the Company to the Instadose shareholders.
Upon the completion of the transaction contemplated by the Agreement, the Board
of Directors of the Company shall include three directors identified by
Instadose and two directors identified by the Company. Subject to requisite
approvals and applicable law, the Board of Directors of the Company shall
consist of
Shareholders of Instadose who properly dissent to the transaction at least two days prior to the shareholders meeting shall be entitled to receive the fair value of their shares from the Company.
2
Each of the Company and Instadose made representations and warranties in the Agreement customary for transactions similar to this transaction, subject to specified exceptions and qualifications. The obligations of the parties to complete the transaction are subject to various customary conditions set forth in the Agreement, including without limitation court approval of the transaction and the vote of the shareholders of Instadose described below. The Agreement also contains customary confidentiality and non-solicitation provisions.
The Agreement can be terminated by either party if (i) the closing does not
occur on or before
The Special Committee of the Board of Directors of Instadose received a fairness
opinion from
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Plan of Arrangement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Interim Court Order
On
3
Instadose will, as promptly as reasonably practicable, prepare the Instadose
Circular together with any other documents required by applicable law in
connection with its shareholder meeting and deliver the documents to each
Instadose shareholder. The Circular shall include (i) a copy of the fairness
opinion; (ii) confirmation that the Instadose board of directors has received
the Fairness Opinion, and has unanimously determined, after receiving legal and
financial advice, that the Agreement is fair to Instadose shareholders and entry
into the Agreement is in the best interests of Instadose, and (iii) the
unanimous recommendation of the Instadose board of directors to Instadose
shareholders that they vote in favor of the Agreement. The shareholders' meeting
is scheduled to occur on
Upon Instadose shareholder approval, Instadose will apply to obtain a final order from the Court to approve the Agreement on the terms set forth therein.
The foregoing description of the Interim Order and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Interim Order, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Interim Order issued by theSupreme Court of British Columbia , datedSeptember 14, 2021 , In the Matter of Section 228 of the British Corporations Act (British Columbia ), S.B.C 2002, C. 57, as amended, and In the Matter of anArrangement Involving Instadose Pharma Corp. , its Shareholders, andInstadose Pharma Corp. (formerlyMikrocoze Inc. ) Arrangement Agreement, datedSeptember 1, 2021 , by and between 10.1Instadose Pharma Corp. andInstadose Pharma Corp. f/k/aMikrocoze, Inc. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document) 4
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