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TORONTO, ON, March 6, 2019 – Emblem Corp. (TSXV: EMC, OTCQX: EMMBF) is pleased to announce that, at the special meeting of shareholders of Emblem held today, the shareholders of Emblem voted in favour of a special resolution to approve the proposed 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), 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. 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.