Toronto, Ontario--(Newsfile Corp. - July 22, 2021) - Plant&Co. Brands Ltd. (CSE: VEGN) (FSE: VGP) (OTCQB: VGANF) ("Plant&Co" or the "Company"), a modern health and wellness company curating delicious plant-based foods, is pleased to announce that, further to its news release of April 13, 2021, it has set the date for its annual general and special meeting (the "Meeting") wherein the Company will seek shareholder (the "Plant&Co Shareholders") approval to certain resolutions, including a special resolution (the "Arrangement Resolution") to approve the proposed plan of arrangement (the "Arrangement") pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) with 1309185 BC Ltd. ("Spinco").
The Meeting will be held on September 2, 2021, at the Company's registered office located at Suite 400, 1681 Chestnut Street, Vancouver, British Columbia. The record date (as it pertains to voting rights and shareholder dividend stock) for the Meeting has been set as July 22, 2021.
In order for the Arrangement to become effective, the Arrangement Resolution must be passed, with or without variation, by a special resolution of at least 66.66% of the eligible votes cast in respect of the Arrangement Resolution by the Plant&Co Shareholders present in person or by proxy at the Meeting.
The purpose of the Arrangement is to allow the Company to divest itself of its cannabis related assets (the "Assets") to Spinco, enabling the Company to remain strategically focused on its plant-based food technology. Spinco will have a diversified management team, with special focus on emerging technologies.
Following completion of the Arrangement:
Spinco will continue to hold the Assets transferred to it by Plant&Co,
Spinco will become a reporting issuer in the Provinces of British Columbia, Alberta and Ontario, and intends to apply for listing on the Canadian Securities Exchange (the "Exchange"),
each Plant&Co Shareholder will continue to be a Plant&Co Shareholder,
each Plant&Co Shareholder will become a shareholder of Spinco, and
Plant&Co will retain its working capital for its Assets, remain listed on the Exchange and will continue to trade under the trading symbol, VEGN.
Plant&Co. will retain a framework of its technology to continue its digital growth of assets in the food and plant-based sector.
Further details will be provided following execution of the arrangement agreement.
Plant&Co. Brands Ltd. (CSE: VEGN) (FSE: VGP) (OTCQB: VGANF) is modern health and wellness company curating delicious plant-based foods. It offers a growing number of delicious plant-based food products through two leading plant-based brands Holy Crap Foods Inc. and YamChops, the vegan butcher. For more information please visit: www.HolyCrap.com www.YamChops.com www.PlantandCo.com.
For additional information, please contact:
Chief Executive Officer
Plant & Co. Brands Ltd.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur, and include the Company's intention to complete the plan of arrangement to allow it to divest its cannabis related assets, as well as the impact that such a divestment would have on the Company and Spinco. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans for Plant&Co. Brands described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis and other disclosure filings with Canadian securities regulators, which are posted on www.sedar.com.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/90928