NEW YORK and TORONTO, Jan. 15, 2019 /PRNewswire/ – iAnthus Capital Holdings, Inc. (CSE: IAN, OTCQB: ITHUF) and MPX Bioceutical Corporation (CSE: MPX; OTC: MPXEF) announced that at the special meeting, MPX securityholders voted overwhelmingly in favour of a special resolution to approve the previously announced plan of arrangement under the B.C. Business Corporations Act between iAnthus and MPX. Under the plan, iAnthus will acquire all of the issued and outstanding common shares of MPX pursuant to the terms of an Arrangement Agreement between the companies on October 18, 2018. Obtaining approval from the MPX Securityholders was one of the primary conditions to completing the Arrangement.
At the Meeting, the Arrangement Resolution was approved by (i) 99.44% of the votes cast by all of the MPX Shareholders eligible to vote at the Meeting, (ii) 99.55% of the votes cast by all of the MPX Securityholders eligible to vote at the Meeting, voting together as a single class, and (iii) 99.38% of the votes cast by all of the MPX Shareholders eligible to vote at the Meeting excluding votes of MPX Shares held or controlled by interested parties.
In addition, MPX Shareholders approved (i) the continuance of MPX from the Province of Ontario to the Province of British Columbia prior to the closing of the Arrangement; and (ii) the stock option plan of the newly formed MPX International Corporation, formerly 2660528 Ontario Inc. that will hold all of the non-U.S. businesses of MPX. MPX International has applied to list its securities on the Canadian Securities Exchange.
It is expected that MPX will apply for a final order of the Supreme Court of British Columbia in respect of the Arrangement on January 18, 2019. Completion of the Arrangement remains subject to customary closing conditions, which are set out in the Arrangement Agreement, a copy of which can be found on the SEDAR profiles of iAnthus and MPX at www.sedar.com. Assuming that the conditions to closing of the Arrangement are satisfied or waived, it is expected that the Arrangement will be completed on or before January 30, 2019. Further information about the Arrangement is set forth in the materials prepared by MPX in respect of the Meeting, which were mailed to MPX Securityholders and filed under MPX’s profile on SEDAR at www.sedar.com.
Upon closing, MPX International (MPX’s spun-out company) will hold the non-U.S. assets of MPX, and will be focused on developing and operating assets across the global cannabis industry with an emphasis on cultivating, manufacturing and marketing products which include cannabinoids as their primary active ingredient. Initial key assets will include Canveda Inc. (a Canadian Licensed Producer), the Salus BioPharma Corporation agreement with Panaxia Pharmaceutical Industries Ltd. and 50% of a medical cannabis license application in Australia.
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