Scythian Biosciences Announces Successful Results of Special Meeting of Shareholders
September 17 2018 - 7:00AM
Shareholders Approve Strategic Sale of
Latin American Assets to Aphria in Exchange for 15,678,310 shares
of Aphria (TSX:APH)
Scythian Biosciences Corp. (the "
Company" or
“
Scythian”) (CSE:SCYB) (Frankfurt:9SB) (OTC –
Nasdaq Intl: SCCYF) is pleased to announce the results of
Scythian’s special meeting of shareholders on September 14, 2018
(“
Special Meeting”).
At the Special Meeting, shareholders approved
the sale of the Company’s South American and Caribbean assets to
Aphria Inc. (TSX: APH) (the “Transaction”), the
terms and conditions of which were set out in the Company’s
management information circular dated August 13, 2018. The
Transaction required the approval of a simple majority of the
shareholders and, because Aphria is a “related party” to Scythian
under applicable securities law, also required the approval of the
majority of the minority shareholders in accordance with
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions. The detailed results of the
majority of the minority vote were as follows:
Special Matter |
Total Votes |
Votes For |
% Votes For |
Votes Against |
% Votes Against |
Approval of the Transaction |
10,295,949 |
10,272,914 |
99.8% |
23,035 |
0.2% |
The closing of the Transaction is expected to
occur on or about the end of September, 2018.
Scythian’s shareholders also approved a special
resolution authorizing the amendment of the Company’s articles to
change the name of the Corporation from “Scythian Biosciences
Corp.” to “SOL Investments Corp.” (the “Name
Change”). The Name Change will take effect following the
completion of the Transaction.
On September 14, 2018, the Company announced the
entering into of a share purchase agreement with MMJ International
Investments Inc. (“MMJ”) and all of
the shareholders of MMJ. MMJ owns ABP S.A., an Argentinean
pharmaceutical distribution company. If completed, and after giving
effect to the recently completed acquisitions of MMJ Colombia
Partners Inc. and Marigold Acquisitions Inc. the number of issued
and outstanding common shares of the Company is expected to be
48,849,218.
About Scythian Biosciences
Corp.
Scythian is an international cannabis company
with a focus on legal U.S. states. Its strategic investments and
partnerships across cultivation, distribution and retail complement
the company’s R&D program with the University of Miami. It is
this comprehensive approach that is positioning Scythian as a
future frontrunner in the United States’ medical cannabis
industry.
CONTACT INFORMATION
Scythian Biosciences Corp.Rob Reid, CEOPhone:
(212) 729-9208Email: info@scythianbio.com
For media inquiries, please contact:David Schull
or Nic JohnsonRusso Partners(858)
717-2310david.schull@russopartnersllc.com
nic.johnson@russopartnersllc.com
Cautionary Statements
This press release contains certain
forward-looking information and statements
(“forward-looking information”) within the meaning
of applicable Canadian securities legislation, that are not based
on historical fact, including without limitation, statements
containing the words "believes", "anticipates", "plans", "intends",
"will", "should", "expects", "continue", "estimate", "forecasts"
and other similar expressions. Such forward-looking information
includes information relating to the completion of the Transaction,
the Name Change and the number of issued and outstanding common
shares of the Company.
Readers are cautioned to not place undue
reliance on forward-looking information. Forward-looking
information is subject to a number of risks and uncertainties that
may cause actual results or events to differ materially from those
contemplated in the forward-looking information, and even if such
actual results or events are realized or substantially realized,
there can be no assurance that they will have the expected
consequences to, or effects on the Company. Such risks and
uncertainties include, among other things, the risk that a
condition to the completion of the Transaction may not be satisfied
or that a regulatory or stock exchange approval that may be
required for the Transaction is not obtained or is obtained subject
to conditions that are not anticipated.
Other risks and uncertainties include but are
not limited to: the Company’s ability to comply with all applicable
governmental regulations in a highly regulated business; investing
in target companies or projects which have limited or no operating
history and are engaged in activities currently considered illegal
under US federal laws; changes in laws; limited operating history;
competition; reliance on management; requirements for additional
financing; competition; inconsistent public opinion and perception
regarding the medical-use and adult-use marijuana industry and;
regulatory or political change. Risk factors can also be found in
the Company’s annual information form filed on SEDAR and available
at www.sedar.com.
The forward-looking information contained in
this press release are expressly qualified by this cautionary
statement and are made as of the date hereof. The Company disclaims
any intention and has no obligation or responsibility, except as
required by law, to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.