UMB E-mail to vote I just got an e-mail
UMBRAL ENERGY CORP.
THE FOLLOWING ARE RESOLUTIONS OF SHAREHOLDERS OF UMBRAL ENERGY CORP. (THE “COMPANY”) CONSENTED TO IN WRITING BY SHAREHOLDERS COLLECTIVELY HOLDING MORE THAN 50% OF THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY AS OF DECEMBER 21, 2017.
Shares Outstanding: 136,275,097 (as of December 21, 2017)
Acquisition of 75% Interest in PhyeinMed Inc.
WHEREAS:
(A) The Company entered into a share exchange agreement dated effective December 9, 2014 (the “Share Exchange Agreement”) among the Company, 1005477 B.C. Ltd. (“Subco”) and Mark Kenneth Brown pursuant to which the Company acquired all the issued and outstanding shares of Subco, a holding company which owned 50% of the common shares of PhyeinMed Inc. (“PhyeinMed”), an operating company which has submitted an application to Health Canada for a Marihuana for Medical Purposes Regulations license. The consideration paid for the Subco shares included 3,000,000 common shares in the capital of the Company (“Common Shares”) with an estimated fair value of $165,000 measured on the date of issuance and $129,500 of verifiable expenses reimbursed to Subco. In addition, the Company agreed to assume the obligations of Subco;
(B) The Company entered into a share purchase agreement dated effective June 21, 2017 (the “Share Purchase Agreement”) among the Company, its wholly-owned subsidiary Subco., Estek Ventures Corp. (the “Vendor”) and Debra Senger (“Senger”) pursuant to which the Company acquired an additional 25% interest (the “Acquisition”) in PhyeinMed. In consideration of the Acquisition, the Company: (i) agreed to pay $120,000 cash, (ii) issued 7,000,000 Common Shares to the Vendor, (iii) agreed to issue an additional 4,000,000 Common Shares upon final award of ACMPR production license approval, (iv) granted 2,000,000 Options to Senger, chief executive officer of PhyeinMed, and (v) granted an aggregate of 4,000,000 RSUs to certain members of PhyeinMed’s management team. In addition, the Company agreed to increase its committed funding under the PhyeinMed loan agreement from $2,000,000 to $5,000,000;
(C) The directors of the Company approved the Share Exchange Agreement and the Share Purchase Agreement and have completed the transactions contemplated thereunder;
(D) As of the date hereof, the Company owns 75% of the issued and outstanding common shares of PhyeinMed while the Vendor retains a 25% interest;
(E) The Acquisition constitutes a “change of business”, within the meaning of such term in the policies of the Canadian Securities Exchange (the “CSE”), to a medical marijuana issuer;
F) The Company has filed a listing statement (the “Listing Statement”) with respect to the Acquisition dated December 21, 2017 with the CSE and which is publicly available under the Company’s profile on SEDAR at www.sedar.com; and
(G) The undersigned shareholders, who, indirectly or directly, beneficially hold the numbers of shares as indicated below their signatures and which collectively hold more than 50% of the issued and outstanding shares of the Company as at the date set forth above are willing to approve the Acquisition.
NOW THEREFORE BE IT RESOLVED THAT:
1. The undersigned shareholder acknowledges that he/she/it has been provided with a copy of the Listing Statement, that he/she/it has been advised to seek independent legal advice regarding the same, and that he/she/it votes in favour of the proposed Acquisition.
2. The shareholder further acknowledges that the Listing Statement contains the same information regarding the above matters that he/she/it would have received in an Information Circular for a meeting considering the above matters.
3. The Acquisition be and is hereby approved.
4. Any one director or officer of the Company be and is hereby authorized and directed to
do and perform all such acts, deeds and things and to execute and deliver and to file or cause to be executed, delivered or filed in the name and on behalf of the Company or otherwise, all such documents required to give effect to the true intent of the foregoing resolution.
5. These resolutions may be signed by the shareholders in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original), and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date as set forth above.
Signature page of consent resolutions of shareholders of Umbral Energy
Corp. approving the Acquisition dated December 21, 2017
For Individual shareholder:
Signature
Print Name
No. of shares held