Mr. Todd Shapiro reports
RED LIGHT HOLLAND ANNOUNCES FILAMENT HEALTH OBTAINS INTERIM ORDER FOR PROPOSED ARRANGEMENT
Further to the joint press release dated March 10, 2026, the Supreme Court of British Columbia issued an interim order in connection with the previously announced acquisition by Red Light Holland Corp. of all the issued and outstanding common shares of Filament Health Corp., pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia). Among other things, the interim order authorizes Filament to call, hold and conduct an annual general and special meeting of the holders of Filament shares on April 24, 2026, at 8 a.m. (Vancouver time) to, among other things, consider and, if thought advisable, pass a special resolution approving, among other things, the arrangement. The meeting will be held at the offices of Fasken Martineau DuMoulin LLP at 550 Burrard St., Suite 2900, Vancouver, B.C., V6C 0A3.
The receipt of the interim order marks an important step forward as both companies continue to advance toward closing. The transaction process is progressing smoothly and in accordance with anticipated timelines.
"We are very pleased to have reached this stage in the process," said Todd Shapiro, chief executive officer and director of Red Light. "Both teams remain highly engaged and aligned as we work toward completing this strategic combination."
Filament shareholders of record as of the close of business on March 2, 2026, will be entitled to vote at the meeting. In connection with the meeting, Filament will be mailing a notice of meeting and management information circular, letter of transmittal and related meeting materials, as applicable, to Filament shareholders. Details on the meeting and how Filament shareholders can participate in the meeting will be set out in the circular. The meeting materials will be made available under Filament's profile on SEDAR+ and on Filament's website concurrently with mailing to Filament shareholders.
The board of directors of Filament, in consultation with its financial and legal advisers, has determined that the arrangement is in the best interests of Filament and that the consideration to be received by Filament shareholders is fair to Filament shareholders. The Filament board unanimously recommends that Filament shareholders vote for the arrangement.
Completion of the arrangement is subject to customary conditions, including court approval, any regulatory approval and the approval of at least two-thirds of the votes cast by the Filament shareholders present in person or by proxy at the meeting and a simple majority of votes cast by Filament shareholders present in person or by proxy at the meeting, excluding votes attached to Filament shares held by a Filament shareholder whose votes are required to be excluded in order to obtain minority approval in accordance with Section 8.1 of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.
Red Light and Filament will continue to provide updates as the transaction progresses.
About Red Light Holland Corp.
Red Light Holland is an Ontario-based company advancing a focused strategy within the legal psychedelic sector, centred on voluntary data collection and R&D (research and development) initiatives designed to expand naturally occurring drug development, understanding of psilocybin use and consumer experiences. In parallel, the company operates commercial activities across Europe and North America, including psilocybin truffle sales in the Netherlands' legal market and mushroom home grow kits offered through B2B (business-to-business) and DTC (direct-to-consumer) channels, in compliance with applicable laws.
About Filament Health Corp.
Filament Health is a clinical-stage natural psychedelic drug development company. Filament believes that safe, standardized, naturally derived psychedelic medicines can improve the lives of many, and its mission is to see them in the hands of everyone who needs them as soon as possible. Filament's platform of proprietary intellectual property enables the discovery, development and delivery of natural psychedelic medicines for clinical development. Filament is paving the way with the first-ever natural psychedelic drug candidates.
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