Exhibit 99.16
MERCER PARK BRAND ACQUISITION CORP. (“BRND”)
ANNUAL AND SPECIAL MEETING OF THE HOLDERS OF CLASS A RESTRICTED VOTING SHARES
AND CLASS B SHARES OF BRND
June 2, 2021
REPORT OF VOTING RESULTS
In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the annual and special meeting (the “Meeting”) of the holders of class A restricted voting shares of BRND (“Class A Restricted Voting Shares”) and class B shares of BRND (“Class B Shares”) held on June 2, 2021. The matters set out below are described in greater detail in the Management Information Circular of BRND dated May 4, 2021 (the “Management Information Circular”). The total number of Class A Restricted Voting Shares represented by holders of Class A Restricted Voting Shares virtually present in person and represented by proxy at the Meeting was 21,165,514, representing 52.59% of the total number of issued and outstanding Class A Restricted Voting Shares as of the record date, May 3, 2021. The total number of Class B Shares represented by holders of Class B Shares virtually present in person and represented by proxy at the Meeting was 10,178,751, representing 99.80% of the total number of issued and outstanding Class B Shares as of the record date, May 3, 2021.
Approval of the Transaction Resolution
The resolution approving the transaction whereby BRND will merge with GH Group, Inc. and enter into certain transactions related thereto (the “Transaction”), all as more particularly described in the Management Information Circular, was duly passed. The following are the voting results on this matter:
With respect to the special separate resolution of the holders of Class A Restricted Voting Shares and holders of valid proxies in respect thereof:
Number of Votes Virtually Represented in Person and by Proxy | Percentage of Votes Cast Virtually Represented in Person and by Proxy (rounded) | |||||||
Votes For: | 16,015,699 | 75.67 | % | |||||
Votes Against: | 5,149,815 | 24.33 | % |
With respect to the special separate resolution of the holders of the Class B Shares and holders of valid proxies in respect thereof:
Number of Votes Virtually Represented in Person and by Proxy | Percentage of Votes Cast Virtually Represented in Person and by Proxy (rounded) | |||||||
Votes For: | 10,178,751 | 100 | % | |||||
Votes Against: | 0 | 0 | % |
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With respect to the ordinary resolution of the minority holders of Class A Restricted Voting Shares (a minority holder of Class A Restricted Voting Shares being a holder of Class A Restricted Voting Shares who is not also a holder of Class B Shares or another person not permitted to vote thereon under Ontario Securities Commission Rule 56-501 – Restricted Securities):
Number of Votes Virtually Represented in Person and by Proxy | Percentage of Votes Cast Virtually Represented in Person and by Proxy (rounded) | |||||||
Votes For: | 15,975,699 | 75.62 | % | |||||
Votes Against: | 5,149,815 | 24.38 | % |
With respect to the special resolution of all shareholders of BRND, voting together as if they were a single class:
Number of Votes Virtually Represented in Person and by Proxy | Percentage of Votes Cast Virtually Represented in Person and by Proxy (rounded) | |||||||
Votes For: | 26,194,450 | 83.55 | % | |||||
Votes Against: | 5,149,815 | 16.45 | % |
Approval of the Equity Incentive Plan Resolution
The resolution approving the proposed equity incentive plan of the Resulting Issuer (as defined in the Management Circular) was duly passed. The following are the voting results on this matter:
Number of Votes Virtually Represented in Person and by Proxy | Percentage of Votes Cast Virtually Represented in Person and by Proxy (rounded) | |||||||
Votes For: | 24,454,129 | 78.02 | % | |||||
Votes Against: | 6,890,136 | 21.98 | % |
Election of the Future Directors
Each of the following nominees was elected as a director of BRND, subject to and conditional upon closing of the Transaction, and each such director has been elected for a one-year term (commencing upon the closing of the Transaction) ending at the next annual meeting of shareholders or when his or her successor is elected, unless he or she resigns or his or her office otherwise becomes vacant. The following are the voting results on this matter:
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Number of Votes Virtually Represented in Person and by Proxy | Percentage of Votes Cast Virtually Represented in Person and by Proxy (rounded) | |||||||||||||||
Votes | Votes | |||||||||||||||
Votes For: | Withheld: | Votes For: | Withheld: | |||||||||||||
Kyle Kazan | 20,530,345 | 10,813,920 | 65.50 | % | 34.50 | % | ||||||||||
Graham Farrar | 21,838,600 | 9,505,665 | 69.67 | % | 30.33 | % | ||||||||||
Jamie Mendola | 21,818,650 | 9,525,615 | 69.61 | % | 30.39 | % | ||||||||||
Jocelyn Rosenwald | 20,531,195 | 10,813,070 | 65.50 | % | 34.50 | % | ||||||||||
Lameck Humble Lukanga | 20,510,595 | 10,833,670 | 65.44 | % | 34.56 | % | ||||||||||
George Raveling | 21,818,000 | 9,526,265 | 69.61 | % | 30.39 | % | ||||||||||
Bob Hoban | 21,818,050 | 9,526,215 | 69.61 | % | 30.39 | % | ||||||||||
Hector De Le Torre | 20,509,995 | 10,834,270 | 65.43 | % | 34.57 | % |
[Remainder of page intentionally left blank. Signature page follows.]
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MERCER PARK BRAND ACQUISITION CORP. | ||
By: | (signed) Louis Karger | |
Name: Louis Karger | ||
Title: Chief Executive Officer |