Westleaf and We Grow Announce Results of Shareholder Meetings
CALGARY, Dec. 19, 2019 – 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.