TORONTO, May 28, 2019 /CNW/ - A special meeting (the
"Special Meeting") of the holders (the
"Shareholders") of common shares (the "Shares") in
the capital of Delivra Corp. (the "Corporation" or
"Delivra") was held on Friday, May
24, 2019 at 10:00am at the
Best Western Premier C Hotel located at 1530 Stone Church Road
East, Hamilton, Ontario, Canada. A
total of 26,642,787 Shares, representing 56.07% of the
Corporation's 47,517,020 issued and outstanding Shares as at the
record date for the Special Meeting, were represented in person or
by proxy at the Special Meeting.
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.
Further information on Delivra can be found at
www.delivracorp.com and www.livrelief.com.
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.
SOURCE Delivra Corp