VANCOUVER, British Columbia, July 09, 2019 (GLOBE NEWSWIRE) — Blissco Cannabis Corp. (the Company or Blissco) (CSE: BLIS) (OTCQB:HSTRF) (FRA:GQ4B) is pleased to announce that, at the special meeting of shareholders of Blissco (Blissco Shareholders) held today (the Meeting), Blissco Shareholders voted in favour of a special resolution (the Arrangement Resolution) to approve the previously announced plan of arrangement (the Arrangement) between Blissco and The Supreme Cannabis Company, Inc. (Supreme Cannabis) (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1). Subject to the terms and conditions of an arrangement agreement (the Arrangement Agreement) between Blissco and Supreme Cannabis dated May 16, 2019, Supreme Cannabis will acquire all of the issued and outstanding common shares of Blissco (Blissco Shares) not already owned by Supreme Cannabis. Obtaining approval from Blissco Shareholders is one of the conditions to completing the Arrangement.
The Arrangement Resolution required approval by: (i) at least two-thirds of the votes cast by Blissco Shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by Blissco Shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101).
The Arrangement Resolution was approved by approximately 99.28% of the votes cast by Blissco Shareholders present in person or represented by proxy at the Meeting. In addition, the Arrangement Resolution was also approved by approximately 99.16% of the votes cast by Blissco Shareholders present in person or represented by proxy at the Meeting, excluding such shareholders as are required to be excluded pursuant to MI 61-101.
It is expected that Blissco will apply for a final order of the Supreme Court of British Columbia on July 11, 2019. Completion of the Arrangement remains subject to other customary closing conditions, including the aforementioned court order. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on or around July 12, 2019. Following completion of the Arrangement, Blissco will be de-listed from the Canadian Securities Exchange and applications will be made for Blissco to cease to be a reporting issuer.
Further information about the Arrangement is set forth in the materials prepared by Blissco in respect of the Meeting which were mailed to shareholders of Blissco and filed under Blissco’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
About Blissco Cannabis Corp.
Blissco Cannabis Corp. is a Canadian wellness cannabis brand based in British Columbia and a multi-licensed processor and distributor of premium cannabis. Blissco owns and operates an 18,000 square foot, state-of-the-art extraction and processing facility located in Metro Vancouver, British Columbia. Blissco is supplying premium cannabis products to the Canadian market with supply agreements in British Columbia, Alberta, Saskatchewan, and New Brunswick. In support of Blissco’s global distribution strategy, the company has initiated its EU GMP certification process and has completed its first inspection by German authorities. Learn more at Blissco.com.
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Caution Concerning Forward-Looking Statements
This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (forward-looking statements). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements in this news release include, but are not limited to, statements with respect to the anticipated timing of the closing of the Arrangement; the satisfaction of closing conditions; the requisite court approval being obtained; the expectation that Blissco will be de-listed from the Canadian Securities Exchange and will cease to a be a reporting issuer and the expected timing thereof; and certain other customary closing conditions.
Implicit in the forward-looking statements referred to above are assumptions regarding, among other things: the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approval; the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated timing provided herein in connection with the Arrangement may change for a number of reasons, including the inability to secure court approval in the time assumed or the need for additional time to satisfy the other conditions necessary to complete the Arrangement.
Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statement, whether express or implied, including, without limitation, the risk that the Arrangement may not be completed on a timely basis, if at all; failure to, in a timely manner, or at all, obtain the required court approval for the Arrangement; failure of the parties to otherwise satisfy the conditions to complete the Arrangement; the risk that the Arrangement may involve unexpected transaction costs or unknown liabilities; the possible occurrence of an event, change or circumstance that could result in the termination of the Arrangement; other customary risks associated with transactions of this nature; and general economic conditions. If the Arrangement is not completed, and the Company continues as an independent entity, there are serious risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an adverse impact on the Company’s business and strategic relationships, operating results and business generally. If the Arrangement is completed, Blissco Shareholders will forego any potential future increase in the Company’s value as an independent public company. The Company may, in certain circumstances, also be required to pay a termination fee to Supreme Cannabis, the result of which could have a material adverse effect on the Company’s financial position, operating results and ability to fund growth prospects. Readers are cautioned that the foregoing list is not exhaustive. Forward-looking statements should be considered carefully and undue reliance should not be placed on them.
Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. In particular, there can be no assurance that the Arrangement will be completed. 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.
These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as expressly required by applicable law.