Toronto, ON, June 29, 2018 – Biome Grow (“Biome” or the “Company”) is pleased to report that shareholders of the Company (the “Shareholders”) approved the amalgamation (the “Transaction”) of Biome and 1151856 B.C. Ltd. (the “Orca Sub”) pursuant to the provision of an amalgamation agreement among Biome, Orca Touchscreen Technologies Ltd. (CSE: OAA) (“Orca”) and Orca Sub (the “Amalgamation Agreement”).
Biome entered into the Amalgamation Agreement with Orca as of April 25, 2018, pursuant to which Orca Sub, a wholly-owned subsidiary of Orca, will acquire all of the issued and outstanding securities of Biome by way of a three-cornered amalgamation transaction. A copy of the Amalgamation Agreement and a press release announcing the Transaction can be found on SEDAR under Orca’s profile.
Biome is also pleased to report that all matters submitted to the Shareholders for approval as set out in the Company’s Notice of Annual General and Special Meeting of Shareholders and Management Information Circular dated June 15, 2018, were approved by the requisite majority of votes cast at the annual general and special meeting of Shareholders held on June 28, 2018.
This included approval of the appointment of Manning Elliott LLP, Chartered Professional Accountants as auditors of the Company for the ensuing year at the remuneration to be fixed by the directors and approval of the special resolution approving the continuance of the Company from the Business Corporation Act (Ontario) to the Business Corporations Act (British Columbia) and the adoption of Articles of Continuance in furtherance of the Amalgamation (as defined above). Additionally, the following directors were elected by the Shareholders until the close of the next annual meeting of Shareholders or until their successors are elected or appointed: Khurram Malik, Brett James, George Smitherman, and J. Mark Lievonen.
Although the Amalgamation was approved by Shareholders, the Amalgamation has yet to be completed. Completion of the Amalgamation is subject to the satisfaction of all closing conditions as set forth in the Amalgamation Agreement, including, but not limited to, the receipt of final approval from the Canadian Securities Exchange.
Biome Grow wholly owns Great Lakes Cannabis, a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the ACMPR. Biome also owns four other wholly-owned subsidiaries: Highland Grow Inc., a licensed producer in Nova Scotia under Canada’s ACMPR; The Back Home Medical Cannabis Corporation, a company incorporated under the laws of the Province of Newfoundland and Labrador and in the late stages of applying for a license under the ACMPR; Red Sands Craft Cannabis Co., a company incorporated under the laws of the Province of Prince Edward Island and; Weed Virtual Retail Inc., a company incorporated under the laws of the Province of Ontario in the business of operating a new virtual reality technology platform focused exclusively on the medical and recreational cannabis markets. Biome is a Canadian-based company with national and international business interests.
Certain statements or projections contained in this document are forward-looking statements, including those that discuss the Company’s intention that Great Lakes Cannabis Co. will position itself to supply cannabis products for Canadian and international markets, its expectation that it will receive a cultivation license and the timing associated therewith, the specifics associated with the Great Lakes Cannabis production facility and when such facility will be complete, production capacity in the other provinces in which Biome operates in and the timing of when such facilities will have sufficient local production, its plans to build a local and sustainable ecosystem in Ontario, its plans to operate a diversified mix of low cost licensed cannabis production facilities across Canada and other jurisdictions including internal jurisdictions and the long term business plans of Biome. Such forward-looking statements reflect management’s current beliefs and expectations and are based on assumptions made by and information currently available to the Company, including the assumption it will be able to obtain all necessary regulatory licenses, permits and approvals to produce and sell cannabis and generally operate its business in both Canada and internationally, that labour, construction, and other costs will remain low for its licensed cannabis production facilities, and sufficient financial resources will be available.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, among other things, a failure to obtain or delays in obtaining the required regulatory licenses, permits, or approvals, changes to legislation, changes in cannabis research or the general public’s perception of cannabis, crop failure, labour disputes, increases in labour and/or construction costs, rising energy costs, an inability to access financing as needed, and a general economic downturn. These forward-looking statements speak only as of the date on which they are made, and the Company, or any of its subsidiaries undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.