TORONTO, Feb. 05, 2019 — Emblem Corp. (TSXV: EMC, OTCQX: EMMBF) (“Emblem” or the “Company”) announces that the Ontario Superior Court of Justice (Commercial List) granted the Company’s motion for an interim order authorizing various matters, including the mailing of a management information circular (the “Circular”) and the holding of the special meeting of Emblem shareholders to be held on Wednesday March 6, 2019 at 10:30 a.m. (Toronto time) at the offices of Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, Ontario, M5K 0A1 (the “Meeting”).
The Meeting will be held to consider the previously announced proposed arrangement (the “Arrangement”) involving Emblem and Aleafia Health Inc. (“Aleafia”) described in the joint press release issued by Emblem and Aleafia on December 19, 2018 (the “Arrangement”), as well as certain other Meeting matters as set out in the Circular mailed to shareholders.
The board of directors of Emblem has unanimously recommended that shareholders vote FOR the Arrangement. Each of the directors and Chief Executive Officer and Chief Financial Officer of the Company, together with certain shareholders, holding in aggregate approximately 12% of the Company’s issued and outstanding common shares, have entered into support and voting agreements pursuant to which they have agreed to, among other things, vote their common shares FOR the Arrangement.
Shareholders of record on January 30, 2019 will receive notice of and be entitled to vote at the Meeting. Full details of the Arrangement, and all other matters to be considered by shareholders at the Meeting, are contained in the Circular mailed to shareholders and available under the Company’s SEDAR profile at www.sedar.com. All shareholders are urged to carefully read the Circular, and all other materials delivered and filed in connection with the Meeting.
On December 16, 2018, the board of directors of the Company adopted amended by-laws which now provide for a 10% quorum requirement for shareholder meetings and certain other changes pertaining to corporate signing authority, roles of certain officers and the location of the Company’s registered address. Shareholders will also be asked to confirm and approve the amended by-laws at the Meeting.
Any shareholders who have questions about the Arrangement or other matters to be considered at the Meeting should contact Emblem’s strategic shareholder advisor and information agent Kingsdale Advisors, toll free at 1-866-581-0508 (toll free in North America), or at 416-867-2272 (collect outside of North America), or by email at firstname.lastname@example.org. Any shareholders who need assistance with the completion and delivery of their proxy or letter of transmittal, please contact Emblem’s depositary, Computershare Investor Services Inc. (toll free in North America) at 1-800-564-6253 or by email at email@example.com.
In addition, the Company has entered into an investor relations services agreement (the “Services Agreement”) with LodeRock Advisors Inc. (“LodeRock”) pursuant to which LodeRock will provide Emblem with strategic investor relations and capital markets communications services. LodeRock is a group of senior capital markets communications executives who develop and execute communications programs in order to help companies achieve their capital markets objectives.
The Services Agreement is for a term of approximately two (2) months, commencing February 4, 2019 and concluding March 31, 2019. Pursuant to the terms of the Services Agreement, Emblem will pay LodeRock a retainer fee of $30,000, payable in instalments of $10,000 upon execution and on each of February 28, 2019 and March 31, 2019. Emblem has no prior professional relationship with LodeRock and as of the date of this release, LodeRock does not own or control any securities of the Company. The Company is also announcing that its previously announced advisory agreement with e.vestor Communications Inc. was terminated as of December 31, 2018.
Emblem is a fully integrated cannabis company focused on driving shareholder value through product innovation, brand relevance, and access to patient and consumer channels. Through its wholly-owned subsidiary Emblem Cannabis Corporation, Emblem is licensed to cultivate, process, and sell cannabis and cannabis derivatives in Canada under the Cannabis Act. Emblem’s state-of-the-art indoor cannabis cultivation facility and Product Innovation Centre is located in Paris, Ontario. Emblem is also the parent company of GrowWise Health Limited, one of Canada’s leading cannabis education services. Emblem trades under the ticker symbol EMC on the TSX Venture Exchange.
For more information, please visit www.emblemcorp.com.
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Toll-Free (within North America): 1.866.581.0508
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Chief Financial Officer
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
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 in this news release include, but are not limited to, statements and information concerning the anticipated Meeting and the expected timing thereof and related matters, the engagement of LodeRock and the retainer fee payable to LodeRock. Readers are cautioned that the foregoing list is not exhaustive, and that, in particular, there can be no assurance that the Company will receive the requisite approvals for the proposed Arrangement (if at all) including court, regulatory, stock exchange and shareholder approval, or that the Arrangement will be completed even if all necessary approvals are obtained at the Meeting. 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 our expectations as of the date hereof, and thus are subject to change thereafter. Emblem 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.
There can be no assurance that the Arrangement will occur, or that it will occur on the terms and conditions contemplated in this news release. The Arrangement could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks.
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 press release.