PHOENIX— June 28, 2019—Harvest Health & Recreation, Inc. (CSE: HARV, OTCQX: HRVSF) (“Harvest“), a vertically integrated cannabis company with one of the largest and deepest footprints in the U.S., is pleased to announce the results of its June 26, 2019 annual general and special meeting (the “Meeting“) of Harvest shareholders (“Harvest Shareholders“) held to approve, among other things, certain matters relating to Harvest’s previously announced definitive agreement (the “Business Combination Agreement“) for its acquisition (the “Transaction“) of Verano Holdings, LLC (“Verano“). In addition, the members of Verano approved the Transaction overwhelmingly with 100% of the votes cast at a special meeting of its members on June 26, 2019.
As announced by press release dated April 23, 2019, pursuant to the terms of the Business Combination Agreement, securityholders of Harvest and Verano will become securityholders in a combined company which will carry on the business of Harvest and Verano (the “Resulting Issuer“).
The Harvest Shareholders voted overwhelmingly in favor of, among other things:
As described in Harvest management information circular dated May 24, 2019, prepared in connection with the meeting (the “Circular“), the Arrangement Resolution required approval by at least 66⅔% of the votes cast, in person or by proxy, at the Meeting by the holders of Harvest’s subordinate voting shares (the “Subordinate Voting Shares“), multiple voting shares (the “Multiple Voting Shares“) and super voting shares (the “Super Voting Shares“, and collectively with the Subordinate Voting Shares and Multiple Voting Shares, the “Harvest Shares“), each voting separately as a class, as well as voting together as a single class.
In addition, the Arrangement Resolution required the affirmative vote of each class of Harvest Shares, excluding those Harvest Shares held by “affiliates” or “control persons” of Harvest within the meaning of OSC Rule 56-501 – Restricted Shares (“OSC Rule 56-501“).
The Transaction remains subject to, among other conditions, court approval, Canadian Securities Exchange approval, approval of the Verano members, certain additional regulatory approvals customary for a transaction of this nature, and the satisfaction or waiver of all closing conditions. The Transaction is expected to close later this year.
Additional information with respect to the Transaction is available in the Circular, which is available on SEDAR under the issuer profile of Harvest at www.sedar.com.