Emblem Corp. (TSXV: EMC, OTCQX: EMMBF) (“
Emblem”
or the “
Company”) announces that the Ontario
Superior Court of Justice (Commercial List) granted the Company’s
motion for an interim order authorizing various matters, including
the mailing of a management information circular (the
“
Circular”) and the holding of the special meeting
of Emblem shareholders to be held on Wednesday March 6, 2019 at
10:30 a.m. (Toronto time) at the offices of Dentons Canada LLP, 77
King Street West, Suite 400, Toronto, Ontario, M5K 0A1 (the
“
Meeting”).
The Meeting will be held to consider the
previously announced proposed arrangement (the
“Arrangement”) involving Emblem and Aleafia Health
Inc. (“Aleafia”) described in the joint press
release issued by Emblem and Aleafia on December 19, 2018 (the
“Arrangement”), as well as certain other Meeting
matters as set out in the Circular mailed to shareholders.
The board of directors of Emblem has
unanimously recommended that shareholders vote FOR the
Arrangement. Each of the directors and Chief Executive
Officer and Chief Financial Officer of the Company, together with
certain shareholders, holding in aggregate approximately 12% of the
Company’s issued and outstanding common shares, have entered into
support and voting agreements pursuant to which they have agreed
to, among other things, vote their common shares FOR the
Arrangement.
Shareholders of record on January 30, 2019 will
receive notice of and be entitled to vote at the Meeting. Full
details of the Arrangement, and all other matters to be considered
by shareholders at the Meeting, are contained in the Circular
mailed to shareholders and available under the Company’s SEDAR
profile at www.sedar.com. All shareholders are urged to carefully
read the Circular, and all other materials delivered and filed in
connection with the Meeting.
On December 16, 2018, the board of directors of
the Company adopted amended by-laws which now provide for a 10%
quorum requirement for shareholder meetings and certain other
changes pertaining to corporate signing authority, roles of certain
officers and the location of the Company’s registered address.
Shareholders will also be asked to confirm and approve the amended
by-laws at the Meeting.
Any shareholders who have questions
about the Arrangement or other matters to be considered at the
Meeting should contact Emblem’s strategic shareholder advisor and
information agent Kingsdale Advisors, toll free at 1-866-581-0508
(toll free in North America), or at 416-867-2272 (collect outside
of North America), or by email at
contactus@kingsdaleadvisors.com. Any
shareholders who need assistance with the completion and delivery
of their proxy or letter of transmittal, please contact Emblem’s
depositary, Computershare Investor Services Inc. (toll free in
North America) at 1-800-564-6253 or by email at
corporateactions@computershare.com.
In addition, the Company has entered into an
investor relations services agreement (the “Services
Agreement”) with LodeRock Advisors Inc.
(“LodeRock”) pursuant to which LodeRock will
provide Emblem with strategic investor relations and capital
markets communications services. LodeRock is a group of senior
capital markets communications executives who develop and execute
communications programs in order to help companies achieve their
capital markets objectives.
The Services Agreement is for a term of
approximately two (2) months, commencing February 4, 2019 and
concluding March 31, 2019. Pursuant to the terms of the Services
Agreement, Emblem will pay LodeRock a retainer fee of $30,000,
payable in instalments of $10,000 upon execution and on each of
February 28, 2019 and March 31, 2019. Emblem has no prior
professional relationship with LodeRock and as of the date of this
release, LodeRock does not own or control any securities of the
Company. The Company is also announcing that its previously
announced advisory agreement with e.vestor Communications Inc. was
terminated as of December 31, 2018.
About Emblem
Emblem is a fully integrated cannabis company
focused on driving shareholder value through product innovation,
brand relevance, and access to patient and consumer channels.
Through its wholly-owned subsidiary Emblem Cannabis Corporation,
Emblem is licensed to cultivate, process, and sell cannabis and
cannabis derivatives in Canada under the Cannabis Act. Emblem’s
state-of-the-art indoor cannabis cultivation facility and Product
Innovation Centre is located in Paris, Ontario. Emblem is also the
parent company of GrowWise Health Limited, one of Canada’s leading
cannabis education services. Emblem trades under the ticker symbol
EMC on the TSX Venture Exchange.
For more information, please visit
www.emblemcorp.com.
For media inquiries, please contact:
Deborah RoweH+K Strategies
416.413.4780Deborah.Rowe@hkstrategies.ca
For further information contact:
Kingsdale Advisors Toll-Free (within North America):
1.866.581.0508Call Collect (outside North America):
416.867.2272contactus@kingsdaleadvisors.com
Alex StojanovicChief Financial OfficerEmblem
Corp.416.923.1331alexs@emblemcorp.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information in this news release
constitutes forward-looking statements under applicable securities
laws. Any statements that are contained in this news release that
are not statements of historical fact may be deemed to be forward
looking statements. Forward-looking statements in this news release
include, but are not limited to, statements and information
concerning the anticipated Meeting and the expected timing thereof
and related matters, the engagement of LodeRock and the retainer
fee payable to LodeRock. Readers are cautioned that the foregoing
list is not exhaustive, and that, in particular, there can be no
assurance that the Company will receive the requisite approvals for
the proposed Arrangement (if at all) including court, regulatory,
stock exchange and shareholder approval, or that the Arrangement
will be completed even if all necessary approvals are obtained at
the Meeting. 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.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and reflect our
expectations as of the date hereof, and thus are subject to change
thereafter. Emblem disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
There can be no assurance that the Arrangement
will occur, or that it will occur on the terms and conditions
contemplated in this news release. The Arrangement could be
modified, restructured or terminated. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
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