TORONTO, Aug. 26, 2021 /CNW/ - 48North Cannabis Corp.
("48North" or the "Company") (TSXV: NRTH), today
announced it has obtained a final court order from the Ontario
Supreme Court of Justice approving the previously announced plan of
arrangement under Section 192 of the Canada Business
Corporations Act, pursuant to which HEXO Corp. ("HEXO") (TSX:
HEXO) (NASDAQ: HEXO) will acquire all of 48North's issued and
outstanding common shares ("48North Shares") by way of plan
of arrangement (the "Arrangement"). Receipt of the final
order follows the special meeting of shareholders of 48North held
on August 17, 2021, at which, as
previously disclosed, shareholders of the Company (the
"Shareholders") overwhelmingly approved the Arrangement by
way of special resolution.
Under the Arrangement, HEXO will, among other things and subject
to the satisfaction (or waiver) of all applicable conditions
precedent, including final approval by the Toronto Stock
Exchange, acquire all of 48North's issued and outstanding common
shares (the "48North Shares") in an all-share exchange
transaction. Shareholders will receive 0.02366 of a common share of
HEXO (each whole share, a "HEXO Share") for each 48North
Share they hold. Upon completion of the Arrangement, which is
expected to occur on or about September 1,
2021, existing Shareholders are expected to own
approximately 5.3 million HEXO Shares, representing approximately
2.6% of all currently issued and outstanding HEXO Shares.
Further information regarding the Arrangement is set out in the
management information circular of the Company dated July 14, 2021 (the "Information
Circular"), which was mailed to the Shareholders and filed
under the Company's profile on SEDAR at www.sedar.com.
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 , and
(i) the completion of the Arrangement and the timing of its
completion, as well as (ii) the satisfaction of conditions for
closing which include, without limitation, the requisite regulatory
approvals and the satisfaction of conditions precedent. 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, with respect to the
completion of the Arrangement, and the satisfaction or
waiver, as applicable, of 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, the Arrangement not proceeding and such
other risks identified in the Information Circular. 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.
