"Today, our shareholders have demonstrated that they are solidly behind our proposed arrangement with Cresco Labs. The combined Cresco-Origin House will be well placed to compete in the emerging cannabis industry as one of the largest vertically-integrated multi-state cannabis operators in
"I would like to thank all of our long-term shareholders for their steadfast support and with this important vote now behind us, we look forward to proceeding with the receipt of a final court order on
Arrangement Resolution
At the Meeting, Origin House Shareholders were asked to consider and vote on a special resolution (the "Arrangement Resolution") to approve the plan of arrangement (as amended, the "Arrangement") with Cresco Labs Inc. ("Cresco Labs") previously announced on
The Arrangement Resolution required approval by: (i) two-thirds (66⅔%) of the votes cast by Origin House Common Shareholders, Origin House Compressed Shareholders and the holder of the Origin House SVS, voting as a single class, present in person or represented by proxy at the Meeting and entitled to vote; and (ii) a simple majority of the votes cast by Origin House Common Shareholders and Origin House Compressed Shareholders, voting separately as classes, present in person or represented by proxy at the Meeting and entitled to vote, excluding the votes of the persons whose votes may not be included in determining minority approval of a business combination under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As the entire class of Origin House SVS was excluded from the minority approval vote under MI 61-101, a class vote of Origin House SVS was not held.
Approximately 99.66% of the votes cast with respect to the Arrangement Resolution were
voted in favour of the Arrangement Resolution.
In addition:
- approximately 99.33% of the votes cast by Origin House Common Shareholders, voting separately as a class; and
- approximately 100% of the votes cast by Origin House Compressed Shareholders, voting separately as a class;
in each case, excluding the votes of Origin House Common Shareholders and Origin House Compressed Shareholders which were required to be excluded pursuant to MI 61-101, were voted in favour of the Arrangement Resolution. As the entire class of Origin House SVS was excluded from the minority approval vote under MI 61-101, a class vote of Origin House SVS was not held. Accordingly, the Arrangement Resolution received the requisite approval at the Meeting.
Update on the Arrangement
Completion of the Arrangement remains subject to customary conditions of closing. It is expected that
Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting which were mailed to Origin House Shareholders and filed under Origin House's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Extension to and Addition of Debt Financing from Opaskwayak Cree Nation
The Company also announces that the maturity date of the previous
The December Financing is subject to a 7.5% commitment fee, bears interest at a rate of 10% per annum on the amount advanced and matures on
About
Forward-looking Statements
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in
Forward-looking statements may include, without limitation, satisfaction of conditions precedent to the closing of the Arrangement, the details of which are set out in the management information circular of the Company prepared in connection with the Meeting, the expected timing to obtain the final order approving the arrangement and customary conditions of closing of the Arrangement, the expected timing to close the Arrangement, the expectation that, on or following closing of the Arrangement,
Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining court and regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under
There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward- looking statements in this news release are made as of the date of this release. The Company disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.
SOURCE
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