/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
CALGARY, Dec. 19, 2019
/CNW/ - Westleaf Inc. ("Westleaf") (TSX-V:WL)
(OTCQB:WSLFF) and We Grow BC Ltd. ("We Grow") are pleased to
announce the results of their respective securityholder meetings in
connection with the previously announced plan of arrangement under
Division 5 of Part 9 of the Business Corporations Act
(British Columbia) involving
Westleaf, We Grow and certain securityholders of We Grow (the
"Arrangement").
The Westleaf Meeting
At Westleaf's annual general and special meeting of the holders
of Westleaf common shares (the "Westleaf Shareholders") held
on December 18, 2019 (the
"Westleaf Meeting"), Westleaf Shareholders have approved all
of the resolutions to be voted on by Westleaf Shareholders that
were set forth in the joint information circular of Westleaf and We
Grow dated November 20, 2019 (the
"Information Circular"), available on Westleaf's SEDAR
profile at www.sedar.com.
Specifically, Westleaf Shareholders have approved the ordinary
resolution relating to the change in management ("Change in
Management") of Westleaf in connection with the Arrangement.
The Change in Management resolution was approved by approximately
98% of the votes cast by Shareholders at the Westleaf Meeting.
At the Westleaf Meeting, Westleaf Shareholders also approved
ordinary resolutions approving: (i) fixing the number of directors
of Westleaf to be elected at seven; (ii) election of directors of
Westleaf; (iii) appointment of the auditor; (iv) an amendment to
the stock option plan for Westleaf to be effective upon completion
of the Arrangement; and (v) an amendment to the restricted share
unit plan for Westleaf to be effective upon completion of the
Arrangement.
The We Grow Meeting
At We Grow's special meeting of the holders ("We Grow
Securityholders") of certain of the common shares in the
capital of We Grow ("We Grow Shares") and the holders of
options to purchase We Grow Shares ("We Grow Options") held
on December 18, 2019 (the "We Grow
Meeting"), We Grow Securityholders have approved the special
resolution to approve the Arrangement as set forth in the
Information Circular. All of the votes cast by holders of We
Grow Shares and We Grow Options were voted in favour of the special
resolution approving the Arrangement.
The closing of the Arrangement remains subject to the
satisfaction or waiver of the other conditions specified in the
arrangement agreement between Westleaf and We Grow dated
November 7, 2019, as amended on
November 20, 2019 (the
"Arrangement Agreement"), including approval of the final
order in respect of the Arrangement by the Supreme Court of
British Columbia. If all other
conditions specified in the Arrangement Agreement are satisfied or
waived, Westleaf and We Grow expect that the closing of the
Arrangement will occur on December 20,
2019.
About Westleaf Inc.
Westleaf is a Canadian cannabis company focused on cannabis
brands, extraction and production of derivatives, wholly owned
retail, as well as cannabis cultivation. Westleaf's extraction and
processing facility, The Plant, will produce high quality
and consistent cannabis derivatives and consumables, both for
Westleaf's in-house brands as well as white label products.
Westleaf's retail concept, Prairie Records, leverages the
instinctual tie between recreational cannabis and music with stores
operating or in development across Western Canada. Westleaf's Thunderchild
cultivation facility is scheduled for completion at the end of this
year.
About We Grow B.C. Ltd.
We Grow is located in Creston British
Columbia in the heart of the Kootenay's, where BC grown
marijuana originated, and holds cannabis cultivation, processing
and sales licenses pursuant to the applicable regulations of the
Cannabis Act. We Grow has scalable production facilities currently
consisting of 26,000 square feet which has been retrofitted for
phase 1 cultivation including over 14,000 square feet of growing
rooms and up to 100-acre cultivation abilities for future
production. We Grow's cannabis production includes its brand
Qwest, which is considered a preeminent luxury cannabis
brand achieving one of the highest realized flower prices in
Canada.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
Cautionary Statements
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements relate
to, among other things, statements concerning the completion of the
Arrangement and the timing thereof, the integration of the
businesses of Westleaf and We Grow; the construction and expansion
of Westleaf's production facilities; the timing for completion of
same and commencement of production at Westleaf's production
facilities; and future production capacity. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties, and other factors which may cause
the actual results and future events to differ materially from
those expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: risks relating to the
ability to obtain or maintain licenses to retail cannabis products;
review of the Company's production facilities by Health Canada and
receipt or maintenance of licenses from Health Canada in respect
thereof; future legislative and regulatory developments involving
cannabis; inability to access sufficient capital from internal and
external sources, and/or inability to access sufficient capital on
favourable terms; the labour market generally and the ability to
access, hire and retain employees; general business, economic,
competitive, political and social uncertainties; the satisfaction
of conditions precedent under Westleaf's credit facilities; timing
and completion of construction and expansion of Westleaf's
production facilities and retail locations; and the delay or
failure to receive board, regulatory or other approvals, including
any approvals of the TSXV, as applicable. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release. Except as required by law, Westleaf
and We Grow assume no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors,
should they change, except as required by law., projections, or
other factors, should they change, except as required by
law.
SOURCE Westleaf Inc.
