Ayurcann Holdings Corp. (
CSE:
AYUR,
OTCQB: AYURF,
FSE:
3ZQ0) (“
Ayurcann” or the
“
Company”), a leading Canadian cannabis extraction
company, specializing in the processing and co-manufacturing of
pharma grade cannabis and hemp to produce various derivative
cannabis 2.0 and 3.0 products in the medical and recreational
market, is pleased to provide the following corporate updates.
Annual General and Special Meeting
The Company is pleased to announce that its
voting results from its annual general and special meeting of
shareholders of the Company (the “Shareholders”)
held on December 20, 2023 (the “Meeting”).
Shareholders voted in favour of each resolution put forward at the
Meeting at a passing rate of over 96%, including approval of each
of the Future Share Issuance Resolution and Equity Incentive Plan
Resolution (each as defined herein) by a majority of minority
Shareholders.
At the Meeting, there were 25 Shareholders
represented in person or by proxy holding 67,336,133 common shares
in the capital stock of the Company (the “Common
Shares”), representing 41.50% of the issued and
outstanding Common Shares as at the record date for the Meeting.
Each nominee listed in the Company’s management information
circular dated November 29, 2023 (the “Circular”),
was elected as a director of the Company, the results of which were
as follows:
Nominee |
Votes For: |
Votes Withheld: |
Number |
% |
Number |
Percentage |
Igal Sudman |
66,298,680 |
98.85 |
% |
769,146 |
1.15 |
% |
Roman Buzaker |
67,009,240 |
99.91 |
% |
58,586 |
0.09 |
% |
Maor Shayit |
67,011,990 |
99.92 |
% |
55,836 |
0.08 |
% |
David Hackett |
67,011,990 |
99.92 |
% |
55,836 |
0.08 |
% |
Alison Gordon |
67,011,990 |
99.92 |
% |
55,836 |
0.08 |
% |
In addition, at the Meeting, Shareholders
reappointed Clearhouse LLP as the Company’s auditor the ensuing
year and authorized the board of directors to fix their
compensation, and disinterested Shareholders: (i) authorized and
approved the future issuance of Common Share to Messrs. Sudman and
Buzaker, which would result in them becoming new Control Persons of
the Company, therefore Materially Affecting Control (as such terms
are defined in the policies of the Canadian Securities Exchange
(the “CSE”) of the Company, as required pursuant
to the policies of the CSE (the “Future Shares Issuance
Resolution”), as more particularly set forth in the
Circular; and (ii) ratified the repeal and replacement the
Company’s current stock option plan and restricted share unit plan
with the adoption of the proposed equity incentive plan for the
Company (the “Equity Incentive Plan Resolution”),
as more particularly set forth in the Circular. The results of such
votes were as follows:
Resolution |
Votes For: |
Votes Against: |
Votes Withheld: |
Number |
Percentage |
Number |
Percentage |
Number |
Percentage |
Reappointment of Auditor |
67,280,297 |
99.92 |
% |
Nil |
N/A |
55,836 |
0.08 |
% |
Future Share Issuance Resolution(1) |
20,838,309 |
96.44 |
% |
769,146 |
3.56 |
% |
Nil |
N/A |
Equity Incentive Plan Resolution(2) |
18,901,183 |
96.09 |
% |
789,146 |
3.91 |
% |
Nil |
N/A |
Note:
- Approved by a majority of minority
Shareholders. 45,460,371 Common Shares held by interested parties
were ineligible to vote.
- Approved by a
majority of minority Shareholders. 47,397,497 Common Shares held by
interested parties were ineligible to vote.
Corporate Update
Debt Settlement
On October 30, 2023, the board of directors of
the Company (the “Board”), on recommendation from
the compensation committee of the Board, authorized and approved
bonuses (together, the “Management Bonuses”) in
the amount of $756,000 to each of 2388765 Ontario Inc. a company
controlled by Igal Sudman (“238 Ontario”) and
1000677847 Ontario Inc. a company controlled by Roman Buzaker
(“100 Ontario”) pursuant to the terms and
conditions of certain executive agreements entered into between the
Company and each of 238 Ontario and 100 Ontario, respectively,
(together, the “Executive Agreements”). Pursuant
to the terms and conditions of the respective Executive Agreements,
the Company engaged: (x) Igal Sudman, through 238 to perform Chief
Executive Officer services for the Company and (y) Roman Buzaker
through 100 Ontario to perform Chief Financial Officer services for
the Company.
The Debt has accrued over multiple years
pursuant to (compensation agreements) approved by the Company’s
board of directors, In issuing the Common Shares, The Company and
officers have determined that to preserve the Company’s cash, they
intend to settle the transaction in Common Shares at a deemed price
of $0.05 per Common Share (the “Debt Settlement”).
The Common Shares would be subject to a four month and one day hold
period pursuant to the policies of the Canadian Securities Exchange
(the “CSE”) and applicable securities laws.
Pursuant to the policies of the CSE, completion
of the Debt Settlement was subject to prior approval from the
disinterested Shareholders and at the Meeting the Company received
the requisite disinterested Shareholder approval. The Company
intends to complete the Debt Settlement in or around the first week
of January 2024, and will disseminate a subsequent press release
once completed.
Related Party Transaction
The Debt Settlement constitutes a “related party
transaction”, as such term is defined in Multilateral Instrument
61-101 – Protection of Minority Shareholders in Special
Transactions (“MI 61-101”) due to the
involvement of each of Messrs. Sudman and Buzaker (together, the
“Officers”), who are directors and officers of the
Company and direct and control, 238 Ontario and 100 Ontario,
respectively, and would require the Company to receive minority
shareholder approval for, and obtain a formal valuation for the
subject matter of, the transaction in accordance with MI 61-101,
prior to the completion of such transaction. However, in completing
the Debt Settlement, the Company intends to rely on exemptions
from: (x) the formal valuation requirements of MI 61-101, on the
basis that the Company is not listed on Specified Markets (as
defined in MI 61-101), as determined in accordance with MI 61-101;
and (y) the minority shareholder approval requirements of MI
61-101, on the basis that the fair market value of the Officers’
participation in the Debt Settlement does not and will not exceed
$2,500,000, as determined in accordance with MI 61-101.
About Ayurcann:
Ayurcann is a leading post-harvest solution
provider with a focus on providing and creating custom processes
and pharma grade products for the adult use and medical cannabis
industry in Canada. Ayurcann is striving to become a partner of
choice for leading Canadian cannabis brands by providing
best-in-class, proprietary services including ethanol extraction,
formulation, product development and custom manufacturing.
Igal Sudman, Co-Founder & CEO
Phone: 905-492-3322 x301
Email: igal@ayurcann.com
For more information about Ayurcann, please
visit www.ayurcann.com and its profile page on SEDAR+ at
www.sedarplus.ca.
Neither the CSE nor its Regulation Services
Provider have reviewed or accept responsibility for the adequacy or
accuracy of this release.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of applicable securities laws. All
statements contained herein that are not clearly historical in
nature may constitute forward-looking statements. Generally, such
forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as
“plans”, “strategy”, “expects” or “does not expect”, “intends”,
“continues”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or may contain statements
that certain actions, events or results “will be taken”, “will
launch” or “will be launching”, “will include”, “will allow”, “will
be made” “will continue”, “will occur” or “will be achieved”. The
forward-looking information and forward-looking statements
contained herein include, but are not limited to, statements
regarding: the Company’s intention to complete the Debt Settlement;
the Company’s becoming the partner of choice for leading Canadian
and international cannabis brands; and the Company’s plans to
produce various derivative cannabis products.
Forward-looking information in this news release
are based on certain assumptions and expected future events,
namely: the Company will complete the Debt Settlement; the Company
has the ability to produce various derivative cannabis products;
the Company’s assessment of market conditions, its ability to gain
market share, and its potential competitive edge are accurate; the
Company has the ability to carry out its plans with respect to its
new innovation and offerings; the Company has the ability to
enhance its product development capabilities; the Company will seek
new Canadian business opportunities; the Company will increase
efficiency in its processes and partnerships; and the Company has
the ability to carry out its goals and objectives.
These statements involve known and unknown
risks, uncertainties and other factors, which may cause actual
results, performance or achievements to differ materially from
those expressed or implied by such statements, including but not
limited to: the Company’s inability to complete the Debt
Settlement; the Company’s inability to become the partner of choice
for leading Canadian and international cannabis brands; the
Company’s inability to produce various derivative cannabis
products; the Company’s inability to carry out its plans with
respect to its new innovation and offerings; and the Company’s
inability to enhance its product development capabilities.
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
and reflect the Company’s expectations as of the date hereof and
are subject to change thereafter. The Company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, estimates or opinions,
future events, or results or otherwise or to explain any material
difference between subsequent actual events and such
forward-looking information, except as required by applicable
law.
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