Shareholders are reminded to submit proxies to
vote on the Arrangement Resolution prior to the 5:00 p.m. (Toronto time) on Friday, August 13, 2021, proxy vote
deadline
TORONTO, Aug. 9, 2021 /CNW/ - 48North Cannabis Corp.
("48North" or the "Company") (TSXV: NRTH), is pleased
to announce that Institutional Shareholder Services Inc. ("ISS")
has recommended that 48North shareholders vote FOR the Arrangement
Resolution in connection with its announced transaction pursuant to
which HEXO Corp. ("HEXO") will, among other things, acquire all of
the issued and outstanding common shares of the Company (the
"Common Shares") by way of a statutory plan of arrangement under
the Canada Business Corporations Act (the "Arrangement").
ISS is recognized as a leading independent proxy and corporate
governance advisory firm whose recommendations are relied upon by
many major institutional investment firms, mutual and pension funds
and other institutional shareholders throughout North America.
While endorsing the Arrangement, ISS concluded; "Vote FOR
this resolution based on the review of the terms of the transaction
and, in particular, the potential synergies that may be achieved
through the combination of the parties and the going concern risk
facing the company (as indicated by the auditor). Further, by
receiving HEXO shares, current company shareholders will be able to
continue to participate in the potential upside developments and
future growth opportunities of the resulting combined business,
which is expected to have an enhanced capital markets profile, and
a robust financial profile with a strong balance sheet and
financial position in terms of debt, low depreciable capital base
and working capital."
Your vote is very important, regardless of the number of
Company Shares that you own. Whether or not you expect to virtually
attend the Meeting, we encourage you to vote your form of proxy or
voting instruction form, as applicable, as promptly as possible or
no later than 5:00 p.m. (Toronto time) on Friday, August 13, 2021, to ensure that your vote
will be counted at the Meeting.
The Company remains mindful of the well-being of the Company
Shareholders and other stakeholders of the Company amid the rapidly
evolving situation resulting from the Coronavirus (COVID-19)
outbreak, and accordingly, the Meeting will be held exclusively as
a virtual shareholder meeting. Company Shareholders will not be
able to attend the Meeting in person, but may attend via live audio
webcast available online using the LUMI meeting platform at
https://web.lumiagm.com/418612599 on Tuesday, August 17, 2021 at 10:00 a.m. (Toronto time). 48North encourages shareholders
to read the meeting materials in detail. Copies of the meeting
materials, which include instructions as to how to attend the
webcast, are available on the Company's website
(https://48nrth.com/meetingmaterial2021/) and SEDAR
(www.sedar.com).
If you have questions regarding the Arrangement or require
assistance with voting or delivery of your proxy, please contact
the Company's proxy solicitation agent, Gryphon Advisors Inc., by
telephone at 1.833.461.3643 (toll-free in North America) or 416–902–5565 (collect call
outside North America), or by
email at inquiries@gryphonadvisors.ca.
About 48North
48North Cannabis Corp. (TSXV:NRTH) is a brand-led,
consumer-centric licensed cannabis producer with an expansive
portfolio of high quality, accessibly priced products available
across the country. The company serves the Canadian medical and
adult-use markets with its brand portfolio that includes: 48North,
an innovative and high-quality cannabis brand focused on
thoughtfully crafted everyday staples for passionate cannabis
users; Trail Mix, an accessibly priced brand formulated with taste
and aroma-first flavour profiles; and Latitude, a next generation
lifestyle platform and premium, natural cannabis collection focused
on wellness, beauty, and beyond. 48North operates two
indoor-licensed cannabis production sites in Ontario and cultivates unique genetics through
its wholly-owned subsidiary, DelShen Therapeutics Corp., and
processes cannabis and manufactures next generation cannabis
products through Good & Green Corp., both licensed producers
under the Cannabis Act (Canada).
Cautionary Statements
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 are often identified by
terms such as "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to, statements with respect to (i) the
benefits of the Arrangement to the Company Shareholders (including,
without limitation, each of the benefits described under the
heading "Benefits to Company Shareholders"), and (ii) the
anticipated timing of the Meeting and the closing of the
Arrangement, as well as the conditions for closing (including, the
requisite regulatory, court, shareholder and other approvals and
consents). There can be no assurance that the Arrangement will be
completed as proposed, or at all.
Forward-looking statements are based on certain current
expectations, estimates, projections, and assumptions of the
Company, including, without limitation, (i) with respect to the
growth, results of operations, and performance of HEXO and the
Company, as well as industry trends, (ii) with respect to the
ability of HEXO and the Company to receive, in a timely manner, the
requisite regulatory, court, shareholder and other approvals and
consents) and satisfy, in a timely manner, all conditions precedent
to the closing of the Arrangement. While the Company considers
these assumptions to be reasonable, based on information currently
available, they may prove to be incorrect. Readers are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements also necessarily involve known and
unknown risks, including, without limitation, (i) risks associated
with the delay or failure to receive regulatory approvals
with respect to the Arrangement, (ii) the Arrangement not
proceeding or anticipated synergies not materializing as
anticipated, or at all, (iii) the cannabis industry generally,
including changing industry trends, (iv) income tax and regulatory
matters, (v) competition, (vi) general business, economic,
competitive, political, regulatory and social uncertainties and
conditions, (vii) adverse industry events, including loss of
markets, (viii) the COVID-19 pandemic nationally and globally,
which could have a material adverse impact on the business,
operations and financial results of the Company and/or HEXO and on
public markets generally, and (ix) such other risks. Readers are
cautioned that the foregoing list is not exhaustive. 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 the
Company's expectations as of the date hereof, and thus are subject
to change hereafter. The Company 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. Factors that could cause anticipated
opportunities and actual results to differ materially include, but
are not limited to, matters referred to above and elsewhere in the
Company's public filings.
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 release.
SOURCE 48North Cannabis Corp.