EDMONTON, AB, May 5, 2023
/CNW/ - Nova Cannabis Inc. ("Nova" or the
"Corporation") (TSX: NOVC) is pleased to announce the
voting results of its annual and special meeting (the
"Meeting") of holders ("Nova Shareholders") of Nova
common shares ("Nova Shares") held on May 5, 2023. At the Meeting, Nova Shareholders
approved a resolution (the "Transaction Resolution") in
respect of the proposed transaction (the "Transaction")
between the Corporation and SNDL Inc. ("SNDL") to create a
well-capitalized cannabis retail platform in Canada, pursuant to the implementation
agreement entered into between the Corporation and SNDL dated
December 20, 2022, as amended on
April 3, 2023 (the "Implementation
Agreement"). Each matter voted on is described in greater
detail in the Corporation's Management Information Circular dated
April 4, 2023 in respect of the
Meeting (the "Circular") which is available at the
Corporation's SEDAR profile at www.sedar.com.
SNDL is considered a "related party" of Nova, and the
Transaction constitutes a "related party transaction", as such
terms are defined in Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101"). Pursuant to MI 61-101, the Transaction required
approval of a majority of the votes cast by the holders of Nova
Shares represented in person (virtually) or by proxy, excluding the
votes attached to Nova Shares held by SNDL and its associates and
affiliates ("Disinterested Shareholder Approval"). Section
501(c) of the TSX Company Manual, requires that the Transaction be
approved by the Corporation's board of directors on the
recommendation of independent directors, and that the Transaction
Resolution receive Disinterested Shareholder Approval in accordance
with the TSX Company Manual.
Pursuant to the closing of the Transaction, SNDL plans to
further reduce its equity ownership in Nova by completing a
distribution of Nova Shares held by it to shareholders of SNDL (the
"Share Distribution"), following which it is anticipated
that SNDL and its affiliates will collectively legally and
beneficially own and control approximately (and no more than) 19.9%
of the issued and outstanding Nova Shares. The Share Distribution
is subject to certain closing requirements, including the receipt
of a final order from the Court of King's Bench of Alberta (the "Court") to approve the
plan of arrangement (the "Plan") to give effect to the Share
Distribution and certain regulatory consents that are a condition
precedent to the closing of the Transaction. In accordance with the
approval of the Plan granted by the Court and the shareholders of
SNDL, the Share Distribution is expected to occur concurrently with
the closing of the Transaction. Subject to the satisfaction
or waiver of all of the conditions precedent which includes, but is
not limited to, key regulatory approvals from applicable provincial
cannabis regulators and the Toronto Stock Exchange ("TSX"),
the Transaction is expected to close on or before June 30, 2023.
The following table describes the outcome of the vote on the
Transaction Resolution:
Total Nova Shares
issued and outstanding at the record date (April 4,
2023)
|
57,182,544
|
Total Nova Shares
required to be excluded pursuant to MI 61-101
|
35,810,379
|
Total Nova Shares
entitled to vote on the Transaction Resolution
|
21,372,165
|
Total Nova Shares that
voted on the Transaction Resolution
|
12,754,220
|
Percentage of Eligible
Nova Shares that voted on the Transaction Resolution
|
59.68 %
|
|
Votes
For
|
%
|
Votes
Against
|
%
|
Nova
Shareholders
|
12,744,783
|
99.93
|
9,437
|
0.007
|
At the Meeting, Nova Shareholders re-elected each of the seven
(7) nominees listed in the Circular as a director of the
Corporation to serve until the close of the next annual meeting of
shareholders, or until their successors are elected or appointed,
and re-appointed PricewaterhouseCoopers LLP as auditors of the
Corporation until the close of the next annual meeting of
shareholders at a remuneration to be fixed by the board of
directors.
Full voting results on all matters voted on at the Meeting are
available on the Corporation's SEDAR profile at www.sedar.com.
About Nova Cannabis Inc.
Nova Cannabis Inc. (TSX: NOVC) is one of Canada's largest and fastest-growing cannabis
retailers with a goal of disrupting the cannabis retail market by
offering a wide range of high-quality cannabis products at
every-day best value prices. The Corporation currently owns and/or
operates 92 locations across Alberta, Ontario, and Saskatchewan, primarily under its "Value Buds"
banner. Additional information about Nova Cannabis Inc. is
available at www.sedar.com and the Corporation's website at
www.novacannabis.ca.
Forward-Looking
Information
This news release contains statements and information that, to
the extent that they are not historical fact, may constitute
"forward-looking information" or "forward-looking statements"
within the meaning of applicable securities legislation
(collectively "forward-looking statements"). Forward-looking
statements are typically, but not always, identified by the use of
words such as "continue", "anticipate", "will", "expect",
"project", "to be", "objective", "should", "plan", "intention", and
similar words, including negatives thereof, or other similar
expressions concerning matters that are not historical facts. All
statements and information other than statements of historical fact
contained in this news release are forward-looking statements.
These forward-looking statements include statements regarding: the
satisfaction or waiver of conditions precedent, including key
regulatory approvals from applicable provincial regulators and the
TSX; and the anticipated timing and completion of the Transaction
as contemplated by the Implementation Agreement.
Such forward-looking statements are based on various assumptions
and factors that may prove to be incorrect, including, but not
limited to, factors and assumptions with respect to: the
Transaction being completed on the terms and timeline currently
anticipated or at all, including the satisfaction of all required
closing conditions for the Transaction; the satisfaction of the
conditions precedent to the completion of the Share Distribution;
the timing of the completion of the Share Distribution; all
necessary regulatory approvals being obtained on the timelines and
in the manner currently anticipated or at all; and the receipt by
Nova and SNDL of necessary retail cannabis licenses, approvals and
authorizations (as applicable) from regulatory authorities, and the
timing thereof.
Although the Corporation believes the expectations reflected in
the forward-looking-statements, and the assumptions on which such
forward-looking statements are made, are reasonable, there can be
no assurance that such expectations and assumptions will prove to
be correct. Readers should not place undue reliance on
forward-looking-statements included in this news release.
Forward-looking statements are not guarantees of future performance
and involve a number of risks and uncertainties that may cause
actual performance and financial results to differ materially from
any estimates, forecasts or projections. These risks and
uncertainties include, the risk that the conditions to closing the
Transaction are not satisfied or waived.
Additional information regarding risks and uncertainties
relating to Nova's business are contained under the heading "Risk
Factors" in Nova's management's discussion and analysis for the
year ended December 31, 2022, dated
March 28, 2023, which is available on
SEDAR under the Corporation's profile at www.sedar.com. The
forward-looking statements contained in this news release are made
as of the date of this new release. Except as expressly required by
applicable securities legislation, Nova does not undertake any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. The forward-looking statements contained in this news
release are expressly qualified by this cautionary statement.
SOURCE Nova Cannabis Inc.