Origin House Obtains Interim Order for Proposed Arrangement with Cresco Labs Inc
OTTAWA, May 3, 2019 /CNW/ - CannaRoyalty Corp. d/b/a Origin House (CSE: OH) (OTCQX: ORHOF) ("Origin House" or the "Company"), a North American cannabis products and brands company, today announced that the Company has obtained an interim order from the Ontario Superior Court of Justice (Commercial List) (the "Court") in connection with its previously announced statutory plan of arrangement pursuant to which Cresco Labs Inc. ("Cresco") will acquire all of the issued and outstanding shares of Origin House, with each holder of a common share of Origin House receiving 0.8428 of a subordinate voting share of Cresco Labs and each holder of a class A compressed share of Origin House ultimately receiving 84.28 subordinate voting shares of Cresco Labs (the "Arrangement").
Receipt of the interim order authorizes Origin House to hold its special meeting of shareholders (the "Meeting") in respect of the Arrangement on June 11, 2019. The Arrangement is subject to the approval of at least 66 2/3% of the votes cast by shareholders present in person or represented by proxy at the Meeting as well as the approval of at least a majority of the votes cast by Origin House's minority shareholders present in person or represented by proxy at the Meeting. Assuming that the Arrangement is approved at the Meeting, Origin House is currently expected to return to Court on or about June 13, 2019 to seek a final order to implement the Arrangement. The closing of the Arrangement is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature. Assuming that these conditions are satisfied, it is expected that the closing of the Arrangement will be completed prior to the end of June 2019.
Origin House has set April 23, 2019 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting.
Further details regarding the Arrangement and the procedures for shareholders to vote their Origin House shares will be included in the management information circular, the letter of transmittal and the related proxy materials in respect of the Meeting, which are expected to be mailed to Origin House shareholders on or about May 15, 2019 and will be made available on SEDAR at www.sedar.com, under the Company's profile.
Origin House is a growing cannabis brands and distribution company operating across key markets in the U.S. and Canada, with a strategic focus on becoming a preeminent global house of cannabis brands. Origin House's foundation is in California, the world's largest regulated cannabis market, where it delivers over 130 branded cannabis products from 50+ brands to the majority of licensed dispensaries. Origin House's brand development platform is operated out of five licensed facilities located across California, and provides distribution, manufacturing, cultivation and marketing services for its brand partners. Origin House is actively developing infrastructure to support the proliferation of its brands internationally, initially through its acquisition of Canadian retailer 180 Smoke. Origin House's shares trade on the CSE under the symbol "OH" and on the OTCQX under the symbol "ORHOF". Origin House is the registered business name of CannaRoyalty Corp. For more information, visit www.originhouse.com.
Forward Looking Statements
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Origin House's periodic filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward- looking statements.
Forward-looking statements may include, without limitation, statements relating to the terms of the Arrangement (including the terms, timing, closing and conditions thereof), the timing and receipt of the final order in respect of the Arrangement, the timing of the Meeting, and the timing, receipt and nature of shareholder, court and regulatory approval for the Arrangement.
Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining shareholder, court and regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under US federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.
There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward- looking statements in this news release are made as of the date of this release. The Company disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.
SOURCE Origin House