Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon
Organics” or the “Company”), a licensed producer focused on
cultivating and selling organic certified and premium cannabis,
reports the voting results from its Annual General and Special
Meeting of shareholders (the “Meeting”) held earlier today.
A total of 40,039,174 shares were represented in
person or by proxy at the Meeting, constituting approximately 71%
shares represented of the Company’s total issued and outstanding
Common shares as of the record date, and voted in favour of all
matters brought before the Meeting.
Results of Annual General and Special
Meeting
The following matters put forward before
shareholders for consideration and approval as set out in Rubicon
Organics’ management information circular dated June 21st, 2024
(the “Circular”) were approved by the shareholders:
- Setting the number of directors of
the Company at eight;
- Electing Margaret Brodie, John
Pigott, Michael Detlefsen, Karen Proud, Len Boggio, Ian Gordon,
Doris Bitz and Jesse McConnell[1] as directors of the Company
for the ensuing year until the next annual meeting of the
Company;
- Appointing PricewaterhouseCoopers
LLP as the Company’s auditors for the ensuing year with the
Company’s directors authorized to fix their remuneration.
- Approval of the Company’s new
Omnibus Equity Incentive Plan
An updated corporate presentation presented at
the Meeting is available for viewing on Rubicon Organics’ website
at www.rubiconorganics.com.
Changes to Board of
Directors
David Donnan did not stand for re-election at today’s Meeting
after serving as a director of the Company since 2018. During
his tenure, he has served as Chair of the Audit Committee, Lead
Independent Director and a member of the Compensation
Committee.
“On behalf of the Board, we offer immense thanks
to Mr. Donnan for his contributions to Rubicon Organics. Since
joining Rubicon in our infancy, Dave has offered invaluable
insight, energy and dedication to the Company through its growth
and maturity and we wish him all the best in future.” said Margaret
Brodie, Chief Executive Officer.
Omnibus Equity Incentive
Plan
The Board of Directors (the “Board”) approved
the Omnibus Equity Incentive Plan on May 31st, 2024, subject to
receipt of shareholder approval at the Meeting. The Omnibus Equity
Incentive Plan will be administered by the Company’s Board, and
will permit the grant or issue of Restricted Share Units (“RSU’s”),
Performance Share Units (“PSU’s”), Deferred Share Units (“DSU’s”),
and options (“Options”) to eligible participants.
The Omnibus Equity Incentive Plan is a fixed
plan which provides that the aggregate maximum number of Common
Shares that may be issued upon the exercise or settlement of awards
granted under the Omnibus Equity Incentive Plan is 4,846,192 Common
Shares. As set out in the Circular, the Omnibus Equity Incentive
Plan replaces the Company’s legacy equity incentive plan and legacy
DSU plan, and as such, no further grants of stock awards or DSUs
will be made under the legacy equity incentive plan or legacy DSU
plan.
DSU Grant
The Company has granted an aggregate of
1,316,233 DSUs pursuant to the Omnibus Equity Incentive Plan to
certain independent directors of the Company as compensation for
their services in the first half of 2024, and in advance for the
following 12 months. The DSUs will vest twelve months from the date
of grant, and may only be redeemed upon a holder ceasing to be a
director of the Company, or as allowed for under the terms of the
Omnibus Equity Incentive Plan.
ABOUT RUBICON ORGANICS INC.
Rubicon Organics Inc. is the global brand leader
in premium organic cannabis products. The Company is vertically
integrated through its wholly owned subsidiary Rubicon Holdings
Corp, a licensed producer. Rubicon Organics is focused on achieving
industry leading profitability through its premium cannabis flower,
product innovation and brand portfolio management, including three
flagship brands: its super-premium brand Simply Bare™ Organic, its
premium brand 1964 Supply Co™, and its cannabis wellness brand
Wildflower™ in addition to the Company’s mainstream brand Homestead
Cannabis Supply™.
The Company ensures the quality of its supply
chain by cultivating, processing, branding and selling organic
certified, sustainably produced, super-premium cannabis products
from its state-of-the-art glass roofed facility located in Delta,
BC, Canada.
CONTACT INFORMATION
Margaret BrodieChief Executive OfficerPhone: +1
(437) 929-1964Email: ir@rubiconorganics.com
The TSX Venture Exchange, its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) does not accept responsibility for the
adequacy or accuracy of this press release.
Cautionary Statement Regarding Forward Looking
Information
This press release contains forward-looking
information within the meaning of applicable securities laws. All
statements that are not historical facts, including without
limitation, statements regarding future estimates, plans, programs,
forecasts, projections, objectives, assumptions, expectations or
beliefs of future performance, statements regarding Rubicon
Organics’ goal of achieving industry leading profitability are
“forward-looking statements”. Forward-looking information can be
identified by the use of words such as “will” or variations of such
word or statements that certain actions, events or results “will”
be taken, occur or be achieved. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results, events or developments to be
materially different from any future results, events or
developments expressed or implied by such forward looking
statements. The forward-looking information in this press release
is based upon certain assumptions that management considers
reasonable in the circumstances, including the expected nomination
of the Nominees at the AGM, and the ability for Nominees to obtain
Health Canada’s security clearance. Risks and uncertainties
associated with the forward looking information in this press
release include, among others, dependence on obtaining and
maintaining regulatory approvals, including acquiring and renewing
federal, provincial, local or other licenses and any inability to
obtain all necessary governmental approvals licenses and permits
for construction at its facilities in a timely manner; regulatory
or political change such as changes in applicable laws and
regulations, including bureaucratic delays or inefficiencies or any
other reasons; any other factors or developments which may hinder
market growth; Rubicon Organics’ limited operating history and lack
of historical profits; reliance on management; the effect of
capital market conditions and other factors on capital
availability; the Company’s ability to attract and retain skilled
staff; competition, including from more established or better
financed competitors; the need to secure and maintain corporate
alliances and partnerships, including with customers and suppliers;
and the effects of the COVID-19 pandemic. These factors should be
considered carefully, and readers are cautioned not to place undue
reliance on such forward-looking statements. Although Rubicon
Organics has attempted to identify important risk factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other risk factors that cause actions, events or results to differ
from those anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in forward-looking statements.
Rubicon Organics assumes no obligation to update any
forward-looking statement, even if new information becomes
available as a result of future events, new information or for any
other reason except as required by law.
[1] Mr. McConnell has been elected the
Board at the Meeting, subject to being granted security clearance
by Health Canada. A request for Mr. McConnell’s security clearance
was made to Health Canada, however, the approval process remains
ongoing as of the date of this press release. Mr. McConnell will be
formally appointed to the Board once the Health Canada security
clearance is obtained.
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