OTTAWA, Jan. 7, 2019 /CNW/ - CannaRoyalty Corp. d/b/a Origin House (CSE: OH) (OTCQX: ORHOF) ("Origin House" or the "Company"), a leading North American cannabis products and brands company, today announced that shareholders representing approximately 26% of the common shares of the Company on a fully-diluted basis have entered into voluntary voting support agreements ("Support Agreements") with the Company, in support of its vision, strategic direction and business plan.
In recent months, Origin House has been approached by several public cannabis companies contemplating stock-based offers to acquire the Company. To date, these approaches have not culminated in transaction terms that recognize the long-term value of Origin House. Accordingly, in the estimation of management, there is a growing risk of hostile takeover activity with respect to the Company's shares. The Support Agreements were prepared in consultation with the Company's legal and strategic advisors to protect shareholders from coercive activity. The Support Agreements were executed by 100% of shareholders who were approached, including the Company's CEO, Marc Lustig, its President and General Counsel, Afzal Hasan, all members of the Company's Board of Directors, as well as shareholders from the acquired companies that form the core of Origin House's business: Alta, Kaya, RVR, FloraCal and 180 Smoke.
Marc Lustig, Chairman and CEO of Origin House commented, "There is a growing trend within the cannabis sector of hostile consolidation transactions with companies using their stock as currency. We are seeking to protect the Company from opportunistic paper bids designed on taking advantage of shareholders by offering short-term gain while depriving them of the more significant potential long-term value that we are building. In my personal capacity as the Company's largest individual shareholder, I view the Company's other key shareholders' unanimous willingness to enter into the Support Agreements as affirmation of their shared belief in the Company's strategic direction and business plan. To be clear, the Support Agreements are intended to protect shareholders from coercive or opportunistic bids only, and the Company remains committed to considering bona fide opportunities that enhance value for its shareholders."
Afzal Hasan, President and General Counsel of Origin House added, "Our Company has a unique business model, when compared with other companies in the industry. Our brand-focussed strategy has already shown strong results in the few quarters it has operated. But it is still in early stages, and we are targeting substantial value creation over the long-term through our ability to expand globally with a low-cost scalable model. This creates the potential for opportunistic behavior by companies without such long-term value potential, especially in light of the regular volatility in trading prices in the sector. The group of shareholders who voluntarily entered into these agreements are committed to the long-term value of Origin House."
The supportive shareholders have agreed (among other covenants) to:
- Vote on Company matters that are subject to a shareholder vote in accordance with the recommendations of the Company's management or board;
- Not tender to any take-over bid, offer or other transactions unless it is supported by the Company's board; and
- Not sell or dispose of any common shares of the Company, other than through the facilities of the Canadian Securities Exchange or such other stock exchange on which the common shares are listed, without the Company's prior consent.
Unless extended or earlier terminated in accordance with their terms, the Support Agreements will remain in effect for a period of 24 months from their respective effective dates.
A copy of the Company's form of the Support Agreement, together with a material change report, will be filed on the Company's SEDAR profile.
About Origin House
Origin House is a growing cannabis products and brands company operating across key markets in the U.S. and Canada, with a strategic focus on becoming a preeminent global house of cannabis brands. The Company's foundation is in California, the world's largest regulated cannabis market, where it delivers over 130 branded cannabis products 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. The Company 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 Canadian Securities Exchange (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.
Forward Looking Statements
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Origin House's periodic filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward- looking statements.
Forward-looking statements may include, without limitation, statements relating to the Company's timing and process for expansion in Canada and globally, new opportunities, future growth and other statements.
Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under US federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.
There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. The Company disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.
SOURCE Origin House
For further information: Marc Lustig, Chairman and CEO, email@example.com, 1-844-556-5070, www.originhouse.com; Jonathan Ross, CFA, LodeRock Advisors Inc., firstname.lastname@example.org, 416-283-0178