01:54:34 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



Nova Cannabis Inc
Symbol NOVC
Shares Issued 57,182,544
Close 2023-05-05 C$ 0.70
Market Cap C$ 40,027,781
Recent Sedar Documents

Nova Cannabis shareholders approve SNDL deal

2023-05-05 16:42 ET - News Release

Ms. Marcie Kiziak reports

NOVA CANNABIS INC. ANNOUNCES VOTING RESULTS FROM ITS ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Nova Cannabis Inc. has released the voting results of its annual and special meeting of holders of Nova common shares held on May 5, 2023. At the meeting, Nova shareholders approved a resolution in respect of the proposed transaction between the corporation and SNDL Inc. to create a well-capitalized cannabis retail platform in Canada, pursuant to the implementation agreement entered into between the corporation and SNDL dated Dec. 20, 2022, as amended on April 3, 2023. Each matter voted on is described in greater detail in the corporation's management information circular dated April 4, 2023, in respect of the meeting, which is available at the corporation's SEDAR profile.

SNDL is considered a related party of Nova, and the transaction constitutes a related party transaction, as such terms are defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Pursuant to MI 61-101, the transaction required approval of a majority of the votes cast by the holders of Nova shares represented in person (virtually) or by proxy, excluding the votes attached to Nova shares held by SNDL and its associates and affiliates. Section 501(c) of the Toronto Stock Exchange company manual requires that the transaction be approved by the corporation's board of directors on the recommendation of independent directors, and that the transaction resolution receive disinterested shareholder approval in accordance with the TSX company manual.

Pursuant to the closing of the transaction, SNDL plans to further reduce its equity ownership in Nova by completing a distribution of Nova shares held by it to shareholders of SNDL, following which it is anticipated that SNDL and its affiliates will collectively legally and beneficially own and control approximately (and no more than) 19.9 per cent of the issued and outstanding Nova shares. The share distribution is subject to certain closing requirements, including the receipt of a final order from the Court of King's Bench of Alberta to approve the plan of arrangement to give effect to the share distribution and certain regulatory consents that are a condition precedent to the closing of the transaction. In accordance with the approval of the plan granted by the court and the shareholders of SNDL, the share distribution is expected to occur concurrently with the closing of the transaction. Subject to the satisfaction or waiver of all of the conditions precedent which includes, but is not limited to, key regulatory approvals from applicable provincial cannabis regulators and the Toronto Stock Exchange, the transaction is expected to close on or before June 30, 2023.

The attached table describes the outcome of the vote on the transaction resolution.

At the meeting, Nova shareholders re-elected each of the seven nominees listed in the circular as a director of the corporation to serve until the close of the next annual meeting of shareholders, or until their successors are elected or appointed, and reappointed PricewaterhouseCoopers LLP as auditors of the corporation until the close of the next annual meeting of shareholders at a remuneration to be fixed by the board of directors.

Full voting results on all matters voted on at the meeting are available on the corporation's SEDAR profile.

About Nova Cannabis Inc.

Nova Cannabis is one of Canada's largest and fastest-growing cannabis retailers with a goal of disrupting the cannabis retail market by offering a wide range of high-quality cannabis products at everyday best value prices. The corporation currently owns and/or operates 92 locations across Alberta, Ontario and Saskatchewan, primarily under its Value Buds banner.

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