TSX VENTURE COMPANIES
48NORTH CANNABIS CORP. ("NRTH") ("NRTH.WT")
BULLETIN TYPE: Plan of Arrangement-, Delist, Graduation
BULLETIN DATE: September 1, 2021
TSX Venture Tier 1 Company
Plan of Arrangement:
The arrangement consists of an arm's length acquisition by HEXO Corp. (TSX:HEXO) of all of the issued and outstanding common shares (the "Common Shares") of 48North Cannabis Corp. (the "Company") in exchange for issuing 0.02366 of a common share of HEXO Corp. for each Common Share (the "Consideration"), by way of statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act. The Arrangement was completed pursuant to an arrangement agreement entered into by the Company and HEXO Corp. dated May 17, 2021.
The TSX Venture Exchange (the "Exchange") has been advised that the Arrangement was approved by over 98% of the votes cast by shareholders of the Company at the shareholders meeting held on August 17, 2021. The Ontario Superior Court of Justice (Commercial List) granted the final order approving the Arrangement on August 26, 2021.
For further information, refer to the Company's management information circular prepared in respect of the shareholder meeting held on August 17, 2021, and its news releases dated August 26, 2021 and September 1, 2021.
Delist:
In conjunction with the consummation of the Arrangement, the Company has requested that its Common Shares be delisted. Accordingly, effective at the close of business on Thursday, September 2, 2021 the Common Shares of the Company, under the symbol NRTH, will be delisted from the Exchange.
Graduation:
In connection with the Arrangement, warrants to purchase Common Shares of the Company, other than those exercised prior to 12:01 a.m. (Toronto time) on September 1, 2021 (the "Effective Time"), will continue to remain outstanding as warrants of the Company, which, upon exercise, will entitle the holder thereof to receive, in lieu of the number of Company Common Shares to which such holder was theretofore entitled upon exercise of such Company warrants, the Consideration in the form of HEXO Corp. shares that such holder would have been entitled to be issued and receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Common Shares to which such holder was theretofore entitled upon exercise of such Company warrants.
The listed warrants (the "Listed Warrants") of the Company, currently trading on the Exchange under the symbol NRTH.WT, will commence trading on the Toronto Stock Exchange under the symbol HEXO.WT.A. There will be no further trading of the Listed Warrants on TSX Venture Exchange upon commencement of trading of the Listed Warrants on Toronto Stock Exchange at market open on Friday, September 3, 2021.
Please see the Company's information circular dated July 14, 2021 as well as the Company's news release dated September 1, 2021 for further information.
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