Origin House Shareholders Overwhelmingly Approve Cresco Labs Takeover

OTTAWA, June 11, 2019 /CNW/ – CannaRoyalty Corp. d/b/a Origin House (CSE: OH) (OTCQX: ORHOF) is pleased to announce that, at the special meeting held today (the “Meeting“) of the holders (the “Origin House Common Shareholders“) of common shares of Origin House (the “Origin House Common Shares“) and the holders (the “Origin House Compressed Shareholders” and, together with the Origin House Common Shareholders, the “Origin House Shareholders“) of class A compressed shares of Origin House (the “Origin House Compressed Shares“), the Origin House Shareholders overwhelmingly voted in favour of both resolutions voted on at the Meeting.

Marc Lustig, Chairman, and CEO of the Company, said “I would like to thank all Origin House shareholders for their confidence in the proposed arrangement with Cresco Labs and their support. With this significant hurdle behind us, we are excited to proceed with obtaining our final court order later this week”.

Arrangement Resolution

At the Meeting, Origin House Shareholders were asked to consider and vote on a special resolution (the “Arrangement Resolution“) to approve the plan of arrangement (as amended, the “Arrangement“) with Cresco Labs Inc. (“Cresco Labs“) previously announced on April 1, 2019, pursuant to which, among other things, Cresco Labs will acquire all of the issued and outstanding Origin House Common Shares and Origin House Compressed Shares.

The Arrangement Resolution required approval by: (i) two-thirds (66⅔%) of the votes cast by Origin House Shareholders, voting as a single class, present in person or represented by proxy at the Meeting and entitled to vote; and (ii) a simple majority of the votes cast by Origin House Common Shareholders and Origin House Compressed Shareholders, voting separately as classes, present in person or represented by proxy at the Meeting and entitled to vote, excluding the votes of the persons whose votes may not be included in determining minority approval of a business combination under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“).

A total of 29,130,332 Origin House Common Shares, representing approximately 43.57% of the outstanding Origin House Common Shares, and a total of 55,812.29 Origin House Compressed Shares, representing approximately 98.70% of the outstanding Origin House Compressed Shares, were represented in person or by proxy at the Meeting. Of the votes cast with respect to the Arrangement Resolution, an aggregate of 28,978,729 Origin House Common Shares and an aggregate of 55,812.29 Origin House Compressed Shares were voted in favour of the Arrangement Resolution, representing approximately 99.56% of the votes cast on the resolution. In addition:

an aggregate of 24,112,247 Origin House Common Shares representing approximately 99.38% of the votes cast by Origin House Common Shareholders, voting separately as a class; and
an aggregate of 6,362.15 Origin House Compressed Shares representing 100% of the votes cast by Origin House Compressed Shareholders, voting separately as a class;

in each case, excluding the votes of the Origin House Shareholders which were required to be excluded pursuant to MI 61-101, were voted in favour of the Arrangement Resolution. Accordingly, the Arrangement Resolution received the requisite approval at the Meeting.

Articles of Amendment Resolution

At the Meeting, Origin House Shareholders were also asked to consider and vote on a special resolution (the “Articles of Amendment Resolution“) to approve the proposed amendment to the Company’s articles of incorporation to, inter alia, create a new class of subordinate voting shares of the Company.

The Articles of Amendment Resolution required approval by: (i) two-thirds (66⅔%) of the votes cast by Origin House Shareholders, voting as a single class, present in person or represented by proxy at the Meeting and entitled to vote; and (ii) a simple majority of the votes cast by Origin House Common Shareholders and Origin House Compressed Shareholders, voting separately as classes, present in person or represented by proxy at the Meeting and entitled to vote, excluding votes of the persons whose votes may not be included in determining minority approval under OSC Rule 56-501 – Restricted Shares. No Origin House Common Shares, nor any Origin House Compressed Shares, were required to be excluded from the vote on the Articles of Amendment Resolution.

Of the votes cast with respect to the Articles of Amendment Resolution, an aggregate of 28,596,064 Origin House Common Shares and an aggregate of 55,812.29 Origin House Compressed Shares were voted in favour of the Articles of Amendment Resolution, representing approximately 98.46% of the aggregate votes cast by both classes of Origin House Shareholders voting as a single class on the Articles of Amendment Resolution, 98.17% of the Origin House Common Shares voting on the Articles of Amendment Resolution and 100% of the Origin House Compressed Shares voting on the Articles of Amendment Resolution, voting separately as classes.

Update on U.S. Antitrust Review

Pursuant to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act“), as amended, Origin House was required to file a notification to U.S. antitrust authorities and must observe a waiting period before completing the Arrangement. On the afternoon of June 10, 2019, pursuant to the HSR Act, the Company received a request for additional information (the “Second Request“) from the United States Department of Justice Antitrust Division. The Second Request extends the HSR Act waiting period for up to 30 days after Origin House and Cresco Labs have each substantially complied with the Second Request unless that period is extended voluntarily by the parties or terminated sooner by the Department of Justice.

“Origin House and Cresco Labs remain committed to completing the transaction and are confident that we will be able to submit all requested documentation to the Department of Justice as soon as possible. This combination of Origin House’s and Cresco Labs’ businesses represents an exciting opportunity for shareholders of both companies and we look forward to closing,” said Marc Lustig, Chairman, and CEO of Origin House.

Completion of the Arrangement remains subject to the expiration or termination of the HSR Act waiting period and other customary conditions of closing. It is expected that Origin House will apply for a final order approving the Arrangement of the Ontario Superior Court of Justice (Commercial List) in Toronto, Ontario on June 13, 2019. Assuming that the conditions to closing (including the aforementioned court order and all required regulatory approvals) are satisfied or waived, it is now expected that the Arrangement will be completed in the coming months. Following the completion of the Arrangement, Origin House will be de-listed from the Canadian Stock Exchange (“CSE“) and the OTCQX exchange and applications will be made for Origin House to cease to be a reporting issuer.

Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting which was mailed to Origin House Shareholders and filed under Origin House’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

About Origin House

Origin House is a growing cannabis brands and distribution company operating across key markets in the U.S. and Canada, with a strategic focus on becoming a preeminent global house of cannabis brands. Origin House’s foundation is in California, the world’s largest regulated cannabis market, where it delivers over 130 branded cannabis products from 50+ brands to the majority of licensed dispensaries. Origin House’s brand development platform is operated out of five licensed facilities located across California and provides distribution, manufacturing, cultivation and marketing services for its brand partners. Origin House is actively developing infrastructure to support the proliferation of its brands internationally, initially through its acquisition of Canadian retailer 180 Smoke. Origin House’s shares trade on the CSE under the symbol “OH” and on the OTCQX under the symbol “ORHOF”. Origin House is the registered business name of CannaRoyalty Corp. For more information, visit www.originhouse.com.

For further information: Media: Priyam Chakraborty, Communications Manager, Origin House, pchakraborty@originhouse.com, 647-232-9287; Investors: Kingsdale Advisors, 1-888-302-5677, contactus@kingsdaleadvisors.com; Jonathan Ross, LodeRock Advisors Inc., Origin House Investor Relations, 416-283-0178, jon.ross@loderockadvisors.com

Source: Origin House

Original press release