Market conditions dictate the resetting of the agreement terms.
GATINEAU, Quebec, June 14, 2022 (GLOBE NEWSWIRE) -- PRESS RELEASE -- HEXO Corp., a producer of cannabis products, today announced that the company has entered into an amending agreement (the “Amending Agreement”) to the previously announced transaction agreement (the “Transaction Agreement”) with Tilray Brands, Inc. Separately, the company announced that it has also entered into an amending agreement to the previously announced equity purchase agreement (the “Standby Agreement”) with 2692106 Ontario Inc. (the “Investor”) and KAOS Capital Ltd. (“KAOS”).
On June 14, 2022, in view of current stock market conditions and in order to reduce closing risk related to the pre-amendment minimum liquidity closing condition, the Company entered into the Amending Agreement to the Transaction Agreement pursuant to which HEXO, Tilray Brands and HTI agreed to:
Additionally, Tilray has irrevocably waived any non-compliance by HEXO with the minimum liquidity interim covenant contained in the Transaction Agreement for all periods prior to the date of the Amending Agreement for all purposes, including with respect to Tilray’s ability to terminate the Transaction Agreement for any such non-compliance.
“The strategic partnership with Tilray Brands significantly improves HEXO’s capital structure and provides the opportunity to accelerate our growth in global markets,” said Charlie Bowman, president and CEO of HEXO. “Challenging stock market conditions have necessitated amendments to the agreement, but this is a critical step in unlocking the shareholder value held within the Company."
The terms of the Transaction Agreement are otherwise unamended. The closing of the transactions contemplated by the Transaction Agreement (as amended by the Amending Agreement) and the amended and restated Assignment and Assumption Agreement (the “Transaction”) remain subject to the satisfaction of a number of conditions, including: (i) receipt of approvals from the Toronto Stock Exchange (the “TSX”) and the Nasdaq Stock Market LLC; (ii) receipt of shareholder approval from HEXO’s shareholders; (iii) no material adverse effect having occurred in respect of HEXO; and (iv) receipt of all consents and approvals required by any regulatory authorities, including from the Competition Bureau.
HEXO expects to file a supplement (the “Circular Supplement”) to its previously filed management information circular (the “Circular”) in due course, a copy of which will be available under the Company’s profile on SEDAR at www.sedar.com, on EDGAR at www.sec.gov or at https://docs.tsxtrust.com/2092, the website for the meeting materials maintained by the Company’s transfer agent and registrar. The Circular Supplement will include further information regarding the Amending Agreement in order to permit shareholders to make a fully informed decision when considering the Transaction.
The Company also announces that, in view of the Company’s current share price, the Investor has formally agreed, for a period of three months, to reduce the minimum price condition included in the Standby Agreement from the CAD$0.30 to CAD$0.10 per share. This will ensure the Company may, during such three month period, draw upon the financing commitment (the “Standby Commitment”) contemplated by the Standby Agreement even if its share price were to fall below CAD$0.30 per share. In addition, the Investor has agreed to allow the Company to commence the process of drawing upon the Standby Commitment immediately following receipt of necessary regulatory approvals without having to wait until the first five trading days of the next calendar month as previously contemplated by the Standby Agreement. Subsequent draws will continue to be available only during the first five trading days of any month during the term of the Standby Commitment. Given the current market and macro-economic conditions, the Company believes that this is a positive development that will help ensure that it can have immediate access to capital as contemplated by the Standby Agreement. The Company is not required to pay the Investor any additional consideration in connection with these amendments to the Standby Agreement.
The previously scheduled meeting of shareholders will proceed as originally planned on June 14, 2022 at 4:00 p.m. E.T. (the “Meeting”). At the Meeting, shareholders will be called on to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving certain aspects relating to the Standby Agreement, as amended (the “Standby Commitment Resolution”), all as required pursuant to the rules of TSX and as more particularly set out in the Circular previously sent to shareholders of record on May 4, 2022 (the “Record Date”).
Following the vote on the Standby Commitment Resolution, and without asking shareholders to vote on the resolution approving certain aspects relating to the Transaction Agreement, the Company intends to adjourn the Meeting until July 4, 2022 at 4:00 p.m. E.T. (the “Reconvened Meeting”) in order to provide shareholders with additional time to review the Circular Supplement and consider the amendments to the Transaction Agreement described above. It is expected that the only matter that will be considered at the Reconvened Meeting is the “Note Amendment Resolution” as described in the Circular and the Circular Supplement. Additional details regarding the timing and location of the Reconvened Meeting will be disclosed to shareholders in the Circular Supplement and otherwise communicated by press release. The Record Date for the Reconvened Meeting will remain unchanged at May 4, 2022.
The Circular and form of proxy previously distributed to registered shareholders in connection with the Meeting confers discretionary authority upon management (or other person(s) designated as proxy therein) to vote on amendments or variations of matters coming before the Meeting. Management intends to rely on the discretionary authority granted in the Circular and form of proxy to vote FOR each of the Standby Commitment Resolution and Note Amendment Resolution.
If a registered shareholder has submitted a management proxy and does not wish the proxy to be voted in this manner, they may revoke their proxy at any time prior to the Meeting in the case of the Standby Commitment Resolution and the Reconvened Meeting in the case of the Note Amendment Resolution. Such a proxy may be revoked: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such registered shareholder or by his, her or its attorney authorized in writing or by electronic signature or, if the registered shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by facsimile or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to the head office of the Company, located at 120 Chemin de la rive, Gatineau, Québec, J8M 1V2, at any time prior to 5:00 p.m. (E.T.) on the last business day preceding the day, as applicable, of the Meeting, the Reconvened Meeting or any adjournment(s) or postponement(s) thereof; or (b) in any other manner permitted by law. For certainty, the Company will continue to accept revocations of proxies with respect to the Note Amendment Resolution (but not the Standby Commitment Resolution) following the vote on the Standby Commitment Resolution in accordance with the procedures set out above as will be further detailed in the Circular Supplement.
If a non-registered or beneficial shareholder wishes to revoke their previously given voting instructions, they must contact the broker or other intermediary that they provided their voting instruction forms to and comply with any and all applicable requirements of such broker or intermediary. A broker or other intermediary may not be able to revoke voting instructions if it receives insufficient notice of revocation, and any non-registered shareholder wishing to revoke their voting instructions should contact such broker or intermediary in sufficient time to ensure that their revocation of voting instructions is received.
Shareholders are encouraged to attend and vote at both the Meeting and the Reconvened Meeting.
The Circular Supplement will not address the Standby Agreement and the Company believes all material information relating to the Standby Commitment Resolution is contained in the Circular together with the disclosure in this press release.
Pennsylvania Options for Wellness, Inc. announces launch of Rick Simpson Oil under its "Vytal Options" brand of products in its Pennsylvania-based dispensary locations.
HARRISBURG, Pa., June 14, 2022 (GLOBE NEWSWIRE) --PRESS RELEASE-- Pennsylvania Options for Wellness, Inc. is announces launch of Rick Simpson Oil under its "Vytal Options" brand of products in its Pennsylvania-based dispensary locations.
The development of this product was announced after PA Options for Wellness/"Vytal Options" saw an increase in demand for a competitively priced RSO product. From patients as well as physicians, this concentrated product appears to be a top choice for those battling cancer, chronic pain and insomnia.
Packaged in an easy-to-read pouch, the back label features simple dosing and warming directions.
The full extract cannabis oil (FECO) is made from high-quality cured flower that undergoes an extraction process using food-grade ethanol to yield and preserve a full array of cannabinoids, terpenes, flavonoids, phenols and other fatty acids. RSO is meant for oral consumption (eaten or used sublingually) or applied topically, as opposed to being inhaled like other concentrate forms.
PA Options for Wellness/"Vytal Options" RSO is poised to be an integral addition to the brand's curated in-house product lineup, offering relief through a concentrated intake method at a competitive cost. With educational-backed marketing materials for patients, this product is well-positioned to serve a variety of patients in the Pennsylvania medical cannabis program. PA Options for Wellness/"Vytal Options" currently offers RSO in one-gram syringes.
The company's current branded products include its Troche sublingual and exclusive strains in its flower catalog. In addition to product line expansion, PA Options for Wellness looks toward geographic growth, with two more dispensaries scheduled to open over the next three months.
Monarch, the smallest and most powerful top light on the market, has been improved.
The new Monarch with 1200 W internal driver is available in 2 variants:
1. The 'high efficiency' fixture has the highest light output: max. 4020 μmol/s at a 1120 W consumption and 3.6 μmol/J efficiency. This is recommended for high-tech greenhouse projects where sufficient height is available, so that a high uniformity is achieved with fewer fixtures. Due to its high efficiency, this fixture is also the best option for growers with a limited power capacity.
2. The Monarch 'economic' fixture with 1200 W driver has a lower initial investment. It has a maximum light output of 3810 μmol/s and, with a 1137 W consumption, the efficiency is 3.4 μmol/J.
Despite the year-over-year increase, the state’s $120 million in May sales is a flatline from past two months.
Massachusetts’ 2022 adult-use cannabis sales are up big compared to the first five months of 2021, but May figures represent a seasonal plateau in the state market.
Adult-use retailers reported just more than $120 million in May 2022 sales, bringing the state’s yearly total to $585.6 million, representing a 20.7% increase from the $485.2 million in sales during the same timeframe in 2021, according to the Massachusetts Cannabis Control Commission’s (CCC) open data platform.
But the current retail market has remained stagnant for three months now: May’s $120 million in adult-use sales is a slight dip from March, $120.3 million, and April, $122.2 million. Year-over-year, May 2022 sales represent a 9.3% increase from May 2021.
The three-month plateau comes after Massachusetts retailers experienced a $10-million sales spike from February to March.
The recent flatline somewhat mirrors last year’s seasonal trend. After a $21-million uptick from February to March 2021, sales rose slightly in April, May and June, before another uptick—a $17-million surge to $127.4 million in July 2021—the state’s highest grossing month last year.
Overall, Massachusetts adult-use retailers have recorded roughly $3.1 billion since the state first launched commercial sales in November 2018.
RELATED: Massachusetts Adult-Use Cannabis Retailers Eclipse $3 Billion in Sales
But that $3-billion benchmark—reached last month—comes at a time when the average retail price per ounce for dried flower continues to dip toward an all-time low.
The average adult-use flower price per ounce was $312.78 in May 2022, a 21.3% decrease from the $397.48 average cost per ounce in May 2021, according to CCC.
Only in April 2020, during the onset of COVID-19, was the average cost lower: $276.22 per ounce.
Rep. Mandie Landry’s House Bill 988 now goes to Gov. John Bel Edwards for his signature.
The Louisiana Legislature has passed a bill to protect workers who use medical cannabis, sending the legislation to Gov. John Bel Edwards for his signature.
House Bill 988, sponsored by Rep. Mandie Landry, D-New Orleans, shields state employees from being fired, as well as protects job candidates from being discriminated against, if they are a registered medical cannabis patient.
RELATED: Louisiana House Committee Advances Proposal to Protect Employees Who Use Medical Cannabis
The legislation would not apply to law enforcement, firefighters or other public safety officials.
H.B. 988 passed the House May 24 in a 60-32 vote and cleared the Senate June 1 in a 26-8 vote.
Louisiana’s first medical cannabis dispensaries opened in 2019, and the program expanded in January 2022 to allow patients to access smokable flower.
During this year’s legislative session, lawmakers voted to further expand medical cannabis access, sending a bill to Bel Edwards that would more than triple the number of dispensaries in the state.
Cannabis Business Times’ interactive legislative map is another tool to help cultivators quickly navigate state cannabis laws and find news relevant to their markets. View More