Annual General and Special Meeting
The Company is pleased to announce that its voting results from its annual general and special meeting of shareholders of the Company (the “Shareholders”) held on
At the Meeting, there were 25 Shareholders represented in person or by proxy holding 67,336,133 common shares in the capital stock of the Company (the “Common Shares”), representing 41.50% of the issued and outstanding Common Shares as at the record date for the Meeting. Each nominee listed in the Company’s management information circular dated
Nominee | Votes For: | Votes Withheld: | ||||
Number | % | Number | Percentage | |||
66,298,680 | 98.85 | % | 769,146 | 1.15 | % | |
Roman Buzaker | 67,009,240 | 99.91 | % | 58,586 | 0.09 | % |
Maor Shayit | 67,011,990 | 99.92 | % | 55,836 | 0.08 | % |
67,011,990 | 99.92 | % | 55,836 | 0.08 | % | |
67,011,990 | 99.92 | % | 55,836 | 0.08 | % |
In addition, at the Meeting, Shareholders reappointed
Resolution | Votes For: | Votes Against: | Votes Withheld: | ||||||
Number | Percentage | Number | Percentage | Number | Percentage | ||||
Reappointment of Auditor | 67,280,297 | 99.92 | % | Nil | N/A | 55,836 | 0.08 | % | |
Future Share Issuance Resolution(1) | 20,838,309 | 96.44 | % | 769,146 | 3.56 | % | Nil | N/A | |
Equity Incentive Plan Resolution(2) | 18,901,183 | 96.09 | % | 789,146 | 3.91 | % | Nil | N/A |
Note:
- Approved by a majority of minority Shareholders. 45,460,371 Common Shares held by interested parties were ineligible to vote.
- Approved by a majority of minority Shareholders. 47,397,497 Common Shares held by interested parties were ineligible to vote.
Corporate Update
Debt Settlement
On
The Debt has accrued over multiple years pursuant to (compensation agreements) approved by the Company’s board of directors, In issuing the Common Shares, The Company and officers have determined that to preserve the Company’s cash, they intend to settle the transaction in Common Shares at a deemed price of
Pursuant to the policies of the CSE, completion of the Debt Settlement was subject to prior approval from the disinterested Shareholders and at the Meeting the Company received the requisite disinterested Shareholder approval. The Company intends to complete the Debt Settlement in or around the first week of
Related Party Transaction
The Debt Settlement constitutes a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”) due to the involvement of each of Messrs. Sudman and Buzaker (together, the “Officers”), who are directors and officers of the Company and direct and control, 238 Ontario and 100 Ontario, respectively, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, in completing the Debt Settlement, the Company intends to rely on exemptions from: (x) the formal valuation requirements of MI 61-101, on the basis that the Company is not listed on Specified Markets (as defined in MI 61-101), as determined in accordance with MI 61-101; and (y) the minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of the Officers’ participation in the Debt Settlement does not and will not exceed
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Email: igal@ayurcann.com
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Neither the CSE nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “strategy”, “expects” or “does not expect”, “intends”, “continues”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “will be taken”, “will launch” or “will be launching”, “will include”, “will allow”, “will be made” “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company’s intention to complete the Debt Settlement; the Company’s becoming the partner of choice for leading Canadian and international cannabis brands; and the Company’s plans to produce various derivative cannabis products.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company will complete the Debt Settlement; the Company has the ability to produce various derivative cannabis products; the Company’s assessment of market conditions, its ability to gain market share, and its potential competitive edge are accurate; the Company has the ability to carry out its plans with respect to its new innovation and offerings; the Company has the ability to enhance its product development capabilities; the Company will seek new Canadian business opportunities; the Company will increase efficiency in its processes and partnerships; and the Company has the ability to carry out its goals and objectives.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the Company’s inability to complete the Debt Settlement; the Company’s inability to become the partner of choice for leading Canadian and international cannabis brands; the Company’s inability to produce various derivative cannabis products; the Company’s inability to carry out its plans with respect to its new innovation and offerings; and the Company’s inability to enhance its product development capabilities.
Readers are cautioned that the foregoing list is not exhaustive. 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 the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events, or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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