Conditions to Completion of the Arrangement
To be effective, the Arrangement must be approved by: (i) not less than two-thirds of the votes cast in respect of the special resolution to approve the Arrangement, substantially in the form set out in Schedule B to the Arrangement Agreement (the “Arrangement Resolution”), by Alcanna Shareholders present in person or represented by proxy at the special meeting of the Alcanna Shareholders, which is expected to be held on or about December 14, 2021, to consider the Arrangement (the “Company Meeting”); and (ii) if required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a simple majority of the votes cast on the Arrangement Resolution by the Alcanna Shareholders (other than those the votes of which are required to be excluded from the “minority approval” vote under MI 61-101) present in person or represented by proxy at the Company Meeting.
The Arrangement is also subject to certain other conditions, including, among others: (i) the receipt of an Interim Order and Final Order from the Court of Queen’s Bench of Alberta (the “Court”); (ii) the receipt of all key regulatory approvals (including, without limitation, the approval under the Competition Act (Canada) and all necessary regulatory approvals of the applicable governmental entities having jurisdiction under applicable alcohol retail laws, the Gaming, Liquor and Cannabis Act (Alberta), the Cannabis Control (Saskatchewan) Act and the Cannabis License Act, 2018 (Ontario) (collectively, the “Key Regulatory Approvals”)) in respect of the completion of the transactions contemplated by the Arrangement Agreement including, without limitation, the Arrangement and any necessary or desirable pre-closing reorganizations involving the Parties); (iii) approval of the listing on the NASDAQ of the Purchaser Shares to be issued to Alcanna Shareholders as consideration pursuant to the Arrangement; (iv) Alcanna Shareholders shall not have validly exercised their dissent rights in connection with the Arrangement with respect to more than 10% of the outstanding Alcanna Shares; (v) no governmental entity having jurisdiction over the any party to the Arrangement Agreement or the Arrangement shall have enacted, issued, promulgated, enforced or entered any judgment, decree, injunction, ruling, award, decision, determination, finding or order (whether temporary, preliminary or permanent) against the Purchaser, the Company or their respective subsidiaries or in respect of the Arrangement which is then in effect and, directly or indirectly, has the effect of materially altering the terms and conditions of the transactions contemplated by the Arrangement Agreement, preventing, restricting, enjoining or otherwise prohibiting the Parties from consummating the transactions contemplated by the Arrangement Agreement (including, in particular, the Arrangement and any necessary or desirable pre-closing reorganizations involving the Parties), or that would reasonably be expected to have a material adverse effect on the Company either before or after completion of the Arrangement; (vi) other than in relation to the approval required under the Competition Act (Canada), no action shall have been taken, commenced, enacted, promulgated, enforced, pending, or, to the knowledge of the Purchaser, threatened by any governmental entity of competent jurisdiction which, directly or indirectly, prevents, restricts, enjoins or otherwise prohibits (or would reasonably be expected to have the effect of preventing, restricting, enjoining or otherwise prohibiting) the Parties from consummating the transactions contemplated by the Arrangement Agreement (including, in particular, the Arrangement and any necessary or desirable pre-closing reorganizations involving the Parties), or that would reasonably be expected to have a material adverse effect on the Parties before or after completion of the Arrangement; (vii) the completion prior to the closing of the Arrangement by the Purchaser of all necessary actions to ensure that one director of the board of directors of the Company (being a person mutually agreed upon by the Parties, each acting reasonably) is appointed to the board of directors of the Purchaser immediately after the completion of the Arrangement; and (viii) certain other customary conditions.
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