The following matter was voted on at the Special Meeting. Full details of the matter are set out in the Corporation’s management information circular dated April 18, 2019 (the “Circular”), which is available on SEDAR at www.sedar.com.
APPROVAL OF THE ARRANGEMENT RESOLUTION
On a vote conducted by way of ballot, the special resolution (the “Arrangement Resolution”), the full text of which is attached as Appendix “B” to the Circular, approving a proposed plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) whereby, among other things, Harvest One Cannabis Inc. (“Harvest One”) would acquire all of the issued and outstanding Shares of the Corporation and each Shareholder would be entitled to receive 0.595 of a common share of Harvest One in exchange for each Share held, was adopted by not less than two-thirds of the votes cast by the Shareholders who voted in respect of the Arrangement Resolution at the Special Meeting in person or by proxy.
Shareholders present in person or represented by proxy at the Special Meeting voted as follows:
|Category of Voting Shareholders||Outcome of the Vote||Votes For||%of Votes For||Votes Against||% of Votes Against|
|All voting Shareholders||Approved||26,638,787||99.98%||4,000||0.02%|
Completion of the Arrangement remains subject to various closing conditions, including a final order by the Ontario Superior Court of Justice (Commercial List) (the “Court”) which will be sought on May 29, 2019, as well as the satisfaction or waiver of all other conditions precedent for completion of the Arrangement, including those as set out in the Arrangement Agreement between the Corporation and Harvest One dated March 3, 2019 with respect to the Arrangement.
ABOUT DELIVRA CORP.
Delivra Corp. is a specialty biotechnology company having a proprietary transdermal delivery system platform that can shuttle pharmaceutical and natural molecules through the skin, in a targeted manner. Delivra manufactures and sells a growing line of natural topical creams with the proprietary transdermal delivery system platform under the LivReliefTM brand, for conditions such as joint and muscle pain, nerve pain, varicose veins, wound healing, and sports performance. LivReliefTM products are available in over 6,000 retail locations, including pharmacies, grocery chains, and independent health food stores across Canada, including, but not limited to, Shoppers Drug Mart, Walmart, Loblaw, Rexall, Pharmasave, London Drugs, and on-line at www.livrelief.com. In parallel with its consumer products business, Delivra also has a mandate to license its patent-pending, proprietary transdermal delivery technology platform to pharmaceutical companies globally, for the repurposing of pharmaceutical molecules transdermally to treat a broad range of conditions, along with licensing its over-the-counter products globally. Delivra is headquartered in Hamilton, Ontario and has a research and development laboratory in Charlottetown, PEI.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements in this news release include, but are not limited to, statements concerning the expectation that the Corporation will attend a hearing before the Court and the expected timing for such hearing, the expected process for and timing of implementing the Arrangement and the anticipated consideration to be received by Shareholders.
Forward-looking statements are based on the opinions and estimates of management of the Corporation at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements, including, without limitation, the ability of the Corporation to implement the Arrangement on the terms described in this press release, the other press releases issued in respect of the Arrangement and the Information Circular, the ability of the Corporation to receive all necessary regulatory, court, third party and stakeholder approvals and to satisfy all conditions precedent for completion of the Arrangement. Readers are cautioned that the foregoing list is not exhaustive.
Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on Delivra. In particular, there can be no assurance that the Arrangement will be completed. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
These forward-looking statements are made as of the date of this news release and Delivra does not assume any obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as expressly required by applicable law.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accept responsibility for the adequacy or accuracy of this release.
For more information, please contact:
Dr. Joseph Gabriele
Chief Executive Officer