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Liberty Announces Results of Voting at Special Meeting of Securityholders

2021-02-23 15:04 ET - News Release

TORONTO, Feb. 23, 2021 /PRNewswire/ - Liberty Health Sciences Inc. (CSE: LHS) (OTCQX: LHSIF) www.libertyhealthsciences.com ("Liberty" or the "Company"), a provider of high-quality cannabis, is pleased to announce that at today's special meeting of the securityholders (the "Meeting"), holders of the common shares (the "Liberty Shareholders") and holders of options of Liberty (together with the Liberty Shareholders, the "Liberty Securityholders") approved the arrangement resolution (the "Arrangement Resolution") under which Ayr Wellness Inc. ("Ayr") will acquire all of the issued and outstanding shares (the "Liberty Shares") of Liberty in a transaction originally announced on December 22, 2020 (the "Arrangement").

The Arrangement Resolution required and received approval by; (i) not less than two-thirds of the votes cast by the Liberty Shareholders present in person or represented by proxy at the Meeting; and (ii) not less than two-thirds of the votes cast by the Liberty Securityholders present in person or represented by proxy at the Meeting, voting together as if they were a single class.

Completion of the Arrangement remains subject to, among other things, receipt of applicable CSE, regulatory and court approvals, and customary conditions of closing. Further information about the Arrangement is set forth in the materials prepared by Liberty in respect of the Meeting, copies of which are available under the Company's profile on SEDAR at www.sedar.com    .

"The Liberty Health Sciences Securityholders have shown their strong approval for completing the transaction with Ayr Wellness, Inc.," said George Gremse, Liberty's Interim Chief Executive Officer. "We shall now proceed to finalize the Arrangement as quickly as possible."

Detailed Voting Results

Total Liberty Shares issued and outstanding at record date (January 13, 2021)

346,090,635

Total Liberty Shares represented at the Meeting in person and by proxy

204,539,150

Percentage of Liberty Shares represented at the Meeting

57.19%

Total Liberty Options issued and outstanding at record date (January 13, 2021)

11,554,832

Total Liberty Options represented at the Meeting in person and by proxy

11,075,332

Percentage of Liberty Options represented at the Meeting

95.85%

Approval of Arrangement with Ayr


Votes For (#)

Votes For (%)

Votes Against (#)

Votes Against (%)

Liberty Shareholders

183,396,853

94.80%

10,065,965

5.20%

Liberty Securityholders

194,472,185

95.08%

10,065,965

4.92%

About Liberty Health Sciences Inc.
Liberty is the cannabis provider committed to providing a high-quality cannabis experience based on our genuine care for all cannabis users and a focus on operational excellence from seed to sale. For more information, please visit: www.libertyhealthsciences.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains certain forward-looking statements within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "believe", "plan", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, expectations related to the Company's production capabilities, expectations concerning the receipt of all necessary approvals from the Florida Department of Health, expectations concerning the opening of new dispensaries and the expansion of its greenhouse space, and the Company's future expansion and growth strategies. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the medical marijuana industry in the United States generally, income tax and regulatory matters; the ability of Liberty to implement its business strategies; competition; crop failure; currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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