TORONTO, May 17, 2019 /CNW/ - Newstrike Brands Ltd.
(TSX-V:HIP) ("Newstrike" or the "Company") is
pleased to announce that, at the Annual and Special Meeting (the
"Meeting"), Newstrike shareholders overwhelmingly voted in favour
of the arrangement resolution (the "Arrangement Resolution")
under which HEXO Corp. ("HEXO") (TSX: HEXO; NYSE-A: HEXO) will
acquire all of Newstrike's issued and outstanding common shares by
way of a plan of arrangement under the Business Corporations
Act (Ontario) (the
The Arrangement Resolution required approval by (i) at least 66
2/3% of the votes cast by the shareholders of Newstrike; and (ii) a
simple majority of the votes cast by disinterested shareholders of
Newstrike, present at a special meeting of Newstrike
The Arrangement Resolution was approved by approximately 97.6%
of the votes cast by all of the Newstrike shareholders eligible to
vote at the Meeting. The Arrangement Resolution was approved by
approximately 97.1% of the votes cast by all of the disinterested
Newstrike shareholders eligible to vote at the Meeting.
Completion of the Arrangement Resolution remains conditional on
approval by the Ontario Superior Court of Justice (the "Court") and
certain other closing conditions. The application for the final
order from the Court is scheduled for May
22, 2019. Assuming that the conditions to closing are
satisfied or waived, it is expected that the Arrangement will be
completed on or around May 24,
Following completion of the Arrangement, Newstrike will become a
wholly owned subsidiary of HEXO, and will cease to be a reporting
issuer and its shares will be delisted from the TSXV.
At the Meeting, Newstrike shareholders also approved the
appointment KPMG LLP as auditors and the following directors were
re-elected: James (Jay) Wilgar,
Peter Hwang, Liam Scott, Stephen
Smith, Nik Van Haeren and
Further information about the Arrangement is set forth in the
materials prepared by Newstrike in respect of the Meeting which
were mailed to shareholders of Newstrike. These materials as well
as the full voting results on all matters voted at the Meeting will
be filed under Newstrike's profile on SEDAR at www.sedar.com.
About Newstrike and Up Cannabis
Newstrike is the parent company of Up Cannabis Inc., a licensed
producer of cannabis that is licensed to both cultivate and sell
cannabis in all acceptable forms. Newstrike, through Up Cannabis
and together with select strategic partners, including Canada's iconic musicians The Tragically Hip,
is developing a diverse network of high quality cannabis brands.
For more information, visit http://www.up.ca or
This news release contains forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Newstrike to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Forward-looking
statements in this news release include, but are not limited to:
statements with respect to the completion of the Transaction and
the timing for its completion; the satisfaction of closing
conditions which include, without limitation (i) necessary court
approvals in connection with the plan of arrangement, (ii) certain
termination rights available to the parties under the Arrangement
Agreement, (iii) HEXO obtaining the necessary approvals from the
TSX and the NYSE American for the listing of its common shares and
former Newstrike warrants in connection with the Transaction, (iv).
Newstrike receiving approval for the delisting of its shares on the
TSX-V and (v) other closing conditions, including compliance by
HEXO and Newstrike with various covenants contained in the
Arrangement Agreement. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans",
"expects" or "does not expect", "is expected", "estimates",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. Accordingly, readers should
not place undue reliance on the forward-looking statements and
information contained in this press release. Since forward-looking
statements and information address future events and conditions, by
their very nature they involve inherent risks and
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Readers are
cautioned that the foregoing list of factors is not exhaustive. The
forward-looking statements contained in this news release are made
as of the date of this release and, accordingly, are subject to
change after such date.
Newstrike does not assume any obligation to update or revise any
forward-looking statements, whether written or oral, that may be
made from time to time by us or on our behalf, except as required
by applicable law.
Neither 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 Newstrike Brands Ltd.