Mailing of Management Information Circular & Provides Update DENVER, Aug. 24, 2021 (GLOBE NEWSWIRE) -- Mydecine Innovations Group Inc. (NEO: MYCO) (OTC: MYCOF) (“Mydecine” or the “Company”), is pleased to announce that it has filed and mailed its management information circular (the “Information Circular”) and related meeting and proxy materials for the annual general and special meeting of the shareholders of the Company to be held virtually on Monday, September 20, 2021 at 11:00 a.m. (Pacific time) (the “Meeting”).
The purpose of the Meeting is, among other things, to consider and, if thought advisable, to pass a special resolution approving the Company’s previously announced spin-out transaction (the “Transaction”) by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) pursuant to an amended and restated arrangement agreement dated August 9, 2021 (the “Arrangement Agreement”) between Mydecine and Alt House Cannabis Inc. (“Spinco”). Spinco is a wholly-owned subsidiary of Mydecine, recently incorporated for the purposes of the Transaction. As part of the Transaction, Mydecine will transfer to Spinco all of the Company’s interests in: (i) 1176392 BC Ltd; (ii) Alternative Distribution Company, LLC; (iii) Drink Fresh Water, LLC; (iv) Tealief Brands, LLC; (v) Relyfe Brands, LLC; (vi) We are Kured, LLC; and (vii) Trellis Holdings Oregon OP, LLC (collectively, the “U.S. Cannabis Subsidiaries”) in exchange for 2,500,000 common shares of Spinco (the “Spinco Shares”). Mydecine’s current shareholders will receive such 2,500,000 Spinco Shares in proportion to their shareholdings in Mydecine, being 0.010416 Spinco Shares for each common share of Mydecine held. Holders of Mydecine warrants (NEO: MYCO.WT) who validly exercise such warrants following the Transaction shall receive, for each warrant held, one whole Mydecine common share and, for no additional consideration, 0.010416 Spinco Shares.
Upon completion of the Transaction, Mydecine’s principal business will focus on the development and commercialization of solutions for treating mental health problems through its psilocybin research and development and it will no longer be involved in the manufacturing or sale of cannabis and CBD products.
The purpose of the Transaction will be, among other things, to allow the Company to pursue business and financing opportunities unavailable to it while it continues to hold an interest in the U.S. Cannabis Subsidiaries, including its proposed listing on NASDAQ Capital Markets and the London Stock Exchange. The Information Circular contains, among other things, a detailed description of the Transaction, including additional reasons therefor, and other information relating to Mydecine and Spinco following the Transaction.
On August 20, 2021, the Company obtained an interim order (the “Interim Order”) of the Supreme Court of British Columbia, which, among other things, authorizes the calling and holding of the Meeting, stipulates the dissent rights granted to the Company’s shareholders, and specifies certain other matters relating to the conduct of the Meeting. The Transaction remains conditional on the approval of the shareholders of Mydecine at the Meeting in accordance with the Interim Order. The Transaction also remains conditional on the approval of the Aequitas Neo Exchange and final approval of the Supreme Court of British Columbia.
The Transaction is expected to close on or about September 27, 2021.
Following the Transaction, Spinco is expected to be an unlisted public company. Spinco intends to apply to list its common shares on the Canadian Securities Exchange or the Aequitas Neo Exchange following completion of the Arrangement, although there can be no assurances that such listing will be achieved.