MEDRELEAF CORP T.LEAF

Need for Special Meeting Vote

[Analystguy]

Sedar.com lists only two support agreements in favor of the Transaction (Rayray Investments and Zola Finance). Together these shareholders own 25% of MedReleaf's total outstanding shares. Where I am getting confused is that the Arrangement Agreement filed on sedar.com states that in addition to these two shareholder support agreements, 56% of MedReleaf's issued and outstanding common shares have entered into irrevocable hard lock-ups to vote their shares in favour of the Transaction. Does this mean 25% + 56% = 81% of shares have already voted for this transaction. If so, why the need for a special meeting to ensure that 66 2/3% vote yes as required by way of Plan of Arrangement under the Business Corporations Act?

Transaction Summary as reported on sedar.com...

"Directors and officers of Aurora and MedReleaf have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the Transaction. In addition, holders of approximately 56% of MedReleaf's issued and outstanding common shares have entered into irrevocable hard lock-ups to vote their shares in favour of the Transaction."

[Analystguy]

Just received email from MedReleaf stating that the 56%  of shares locked-up include the 25% owned by RayRay and Zola and not in addition to.

[MartialArts]

They only need 10.6% of the remaining shares to get to the 2/3 of the votes requires.  The only way LEAF holders would not agree to merge with Aurora is if Aphria or Canopy come in with a better all-share deal. Nobody is able to do an all-cash deal so any competitor would have to do an all share deal. What we have on the table is 3.575 ACB share for our LEAF shares. I would be happy to

[Analystguy]

My preference would be to hope for Canopy as well. I worry that ACB's cost side is becoming too bloated which will negatively impact EPS. LEAF and WEED have similar risk adjusted rates of return whereas ACB;s risk adjusted rate of return is much lower.