Mr. Gunther Roehlig reports
VIREO HEALTH, INC. AND DARIEN BUSINESS DEVELOPMENT CORP. ANNOUNCE SHAREHOLDER APPROVAL OF BUSINESS COMBINATION
Shareholders of Darien Business Development Corp. have overwhelmingly voted in favour of all matters in connection with the previously announced business combination involving Vireo Health Inc. and Darien that will result in a reverse takeover of Darien by Vireo. It is anticipated that the resulting issuer of the Transaction will operate under the name Vireo Health International, Inc.
The Darien shareholders approved all matters to take effect on closing of the Transaction including: (i) increasing the size of the Darien board to seven; (ii) the election of Kyle Kingsley, Amber Shimpa, Ari Hoffnung, Chad Martinson, Judd Nordquist, Amy Langer and Chelsea Grayson to the board of Darien; (iii) the appointment of the auditor for the ensuing year; (iv) altering the articles of Darien to redesignate the common shares of Darien as "Subordinate Voting Shares"; (v) creating a new class of "Super Voting Shares" that would be issued to the principals of Vireo and a new class of "Multiple Voting Shares" to be issued to certain U.S. resident holders of Vireo; (vi) the delisting of the pre-Transaction common shares of Darien from the TSX Venture Exchange (the "De-Listing") and (vii) the adoption of a new equity incentive plan.
The Multiple Voting Shares are being proposed in order to minimize the proportion of the outstanding voting securities of the Resulting Issuer that are held by "U.S. persons" for purposes of determining whether the Resulting Issuer will be a "foreign private issuer" under United States securities laws. The Multiple Voting Shares shall entitle the holder to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted, which for greater certainty, shall initially equal 100 votes per Multiple Voting Share.
The Super Voting Shares are being issued in order to ensure that effective control of the Resulting Issuer will, subject to the principals selling a majority of their holding, be given to Kyle Kingsley (the "Principal"), being the key person responsible for the success of Vireo, for a sufficient period of time so as to not provide disincentives to capital raising. In addition, the Principal would not have considered a "going-public" transaction without the control safeguards provided by the Super Voting Shares. The Super Voting Shares entitle the Principal to 10 votes in respect of each Subordinate Voting Share into which a Super Voting Share could be converted, which for greater certainty, equals 1,000 votes per Super Voting Share.
The Transaction is also subject to completion of the transactions contemplated by the definitive agreements relating to the Transaction, receipt of regulatory approval and the final approval of the CSE for listing of the Subordinate Voting Shares. Assuming all conditions precedent to the completion of the Transaction are satisfied or waived, Darien expects the Transaction to be completed in March 2019.
For more information on all matters voted on at the Darien shareholders' meeting, please refer to the management information circular of Darien dated February 8, 2019 (the "Circular") and the Material Change Report dated February 21, 2019, which has been filed under Darien's profile on SEDAR at www.sedar.com.
About Vireo Health, Inc.:
Vireo is one of America's leading multi-state cannabis companies. Vireo is a physician-led, science-focused organization, dedicated to providing patients with best-in-class quality cannabis-based products and compassionate care. Vireo cultivates cannabis in environmentally-friendly greenhouses, manufactures pharmaceutical-grade cannabis extracts, and sells its products at both company-owned and third-party dispensaries.
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