Toronto, Ontario–(Newsfile Corp. – December 3, 2018) – Cinaport Acquisition Corp. II (TSXV:CPQ.P) (“Cinaport” or the “Company“), a capital pool company listed on the TSX Venture Exchange (the “Exchange“), today announces that it intends to adjourn the Annual General and Special Meeting of its shareholders (the “Meeting“) currently scheduled for 10:00 am (EST) on Tuesday, December 4, 2018, and to reconvene the meeting at 10:00 am (EST) on Thursday, December 20, 2018 in order to provide Fire & Flower Inc. (“Fire & Flower“), the target company of the Company’s proposed Qualifying Transaction (as such term is defined in the policies of the Exchange), sufficient time to propose new meeting items in connection with the Qualifying Transaction.
To implement the adjournment, the Meeting will still be convened on December 4, 2018 at 10:00 am (EST) but it will be immediately adjourned. Other than a motion to adjourn the Meeting, there will be no voting or other matters conducted at the Meeting on December 4. The Meeting will be reconvened at 10:00 am (EST) on Thursday, December 20, 2018 at the offices of the Company at 333 Bay Street, Suite 635, Toronto, Ontario M5H 2R2.
The record date of the Meeting remains unchanged. Shareholders of record on October 30, 2018 will be entitled to vote at the reconvened Meeting. Shareholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Meeting will be voted at the reconvened Meeting unless properly revoked. Given the adjournment, proxies may now be received by the Company’s registrar and transfer agent, TSX Trust Company, until 10:00 am (EST) on Tuesday, December 18, 2018.
The Company will issue another press issue to disclose any new meeting matters when it receives further details from Fire & Flower.
About Fire & Flower Inc.
Fire & Flower is an independent retail chain that offers cannabis products and accessories to the adult-use market in provinces where the sale of cannabis by private retailers is legal under: (a) An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts (the “Cannabis Act“) which came into effect on October 17, 2018; and (b) applicable provincial regimes for regulating the sale of cannabis by licensed private retailers. Fire & Flower was founded by leading legal cannabis entrepreneurs in Canada, with significant combined experience in launching premium, successful businesses with extensive experience in the legal cannabis space.
Fire & Flower was incorporated under the Canada Business Corporation Act on March 17, 2017.
Fire & Flower has obtained provincial licences to operate seven cannabis retail stores in Alberta and two cannabis retail stores in Saskatchewan, and is pursuing additional licences to operate stores in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
On October 31, 2018, Fire & Flower entered into an acquisition agreement with the Company with respect to the Company’s proposed Qualifying Transaction.
For more information, please contact:
Cinaport Acquisition Corp. II
Avi Grewal, Chief Executive Officer
Phone: (416) 213-8118 Ext. 210
E-mail: [email protected]
Fire & Flower Inc.
Trevor Fencott, Chief Executive Officer
E-mail: [email protected]
Completion of the Qualifying Transaction is subject to a number ofconditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction;; and the business and operations of the Company after completion of the proposed Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cinaport and Fire & Flower disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.
Not for distribution to U.S. news wire services or dissemination in the United States.
