Red Light Holland Announces Filament Health Obtains Interim Order for Proposed Arrangement

March 23, 2026 8:15 AM EDT | Source: Red Light Holland Corp.

Toronto, Ontario--(Newsfile Corp. - March 23, 2026) -  Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTCQB: TRUFF) ("Red Light" or the "Company") and Filament Health Corp. (OTC: FLHLF) ("Filament") today announced that, further to the joint press release dated March 10, 2026, the Supreme Court of British Columbia issued an interim order (the "Interim Order") in connection with the previously announced acquisition by Red Light of all the issued and outstanding common shares of Filament (the "Filament Shares"), pursuant to a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). Among other things, the Interim Order authorizes Filament to call, hold and conduct an annual general and special meeting (the "Meeting") of the holders of Filament Shares (the "Filament Shareholders") on April 24, 2026 at 8:00 a.m. (Vancouver time) to, among other things, consider and, if thought advisable, pass a special resolution approving, among other things, the Arrangement. The Meeting will be held at the offices of Fasken Martineau DuMoulin LLP at 550 Burrard Street, Suite 2900, Vancouver, British Columbia V6C 0A3.

The receipt of the Interim Order marks an important step forward as both companies continue to advance toward closing. The transaction process is progressing smoothly and in accordance with anticipated timelines.

"We are very pleased to have reached this stage in the process," said Todd Shapiro, CEO and Director of Red Light. "Both teams remain highly engaged and aligned as we work toward completing this strategic combination."

Filament Shareholders of record as of the close of business on March 2, 2026 will be entitled to vote at the Meeting. In connection with the Meeting, Filament will be mailing a notice of meeting and management information circular (collectively, the "Circular"), letter of transmittal and related meeting materials (collectively, with the Circular, the "Meeting Materials"), as applicable, to Filament Shareholders. Details on the Meeting and how Filament Shareholders can participate in the Meeting will be set out in the Circular. The Meeting Materials will be made available under Filament's profile on SEDAR+ at www.sedarplus.ca and on Filament's website at www.filament.health concurrently with mailing to Filament Shareholders.

The Board of Directors of Filament (the "Filament Board"), in consultation with its financial and legal advisors, has determined that the Arrangement is in the best interests of Filament and that the consideration to be received by Filament Shareholders is fair to Filament Shareholders. The Filament Board unanimously recommends that Filament Shareholders vote "FOR" the Arrangement.

Completion of the Arrangement is subject to customary conditions, including court approval, any regulatory approval and the approval of at least two-thirds of the votes cast by the Filament Shareholders present in person or by proxy at the Meeting and a simple majority of votes cast by Filament Shareholders present in person or by proxy at the Meeting, excluding votes attached to Filament Shares held by a Filament Shareholder whose votes are required to be excluded in order to obtain "minority approval" in accordance with Section 8.1 of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Red Light and Filament will continue to provide updates as the transaction progresses.

About Red Light Holland:

Red Light Holland is an Ontario-based company advancing a focused strategy within the legal psychedelic sector, centered on voluntary data collection and R&D initiatives designed to expand naturally occurring drug development, understanding of psilocybin use and consumer experiences. In parallel, the Company operates commercial activities across Europe and North America, including psilocybin truffle sales in the Netherlands' legal market and mushroom home grow kits offered through B2B and DTC channels, in compliance with applicable laws.

About Filament Health:

Filament Health is a clinical-stage natural psychedelic drug development company. Filament believes that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and its mission is to see them in the hands of everyone who needs them as soon as possible. Filament's platform of proprietary intellectual property enables the discovery, development, and delivery of natural psychedelic medicines for clinical development. Filament is paving the way with the first-ever natural psychedelic drug candidates.

For additional information on Red Light Holland:

Todd Shapiro
Chief Executive Officer & Director
Tel: 647-204-7129
Email: todd@redlight.co
Website: www.RedLight.co

For additional information on Filament:

Benjamin Lightburn
Chief Executive Officer & Director
Email: ben@filament.health
Website: www.filament.health

Cautionary Note Regarding Forward-Looking Statements:

Certain information in this news release constitutes forward-looking information under applicable Canadian securities legislation. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information is often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking information in this news release includes, but is not limited to, statements with respect to the expected completion of the Arrangement and the anticipated timing thereof; the anticipated benefits of the Arrangement, including the expected ownership split, board composition, and strategic benefits; the expected integration of operations, intellectual property, and infrastructure; the potential expansion of clinical development programs; the anticipated timing for the special meeting of Filament's shareholders and closing of the Transaction; the consideration to be received by Filament shareholders, which may fluctuate in value due to Red Light's common shares forming the consideration; the satisfaction of closing conditions including, without limitation (i) required Filament shareholder approval; (ii) necessary court approval in connection with the plan of arrangement; (iii) other conditions to closing, including, without limitation, obtaining certain consents; the operation and performance of the Red Light and Filament businesses in the ordinary course until closing of the Transaction; and compliance by Red Light and Filament with covenants contained in the Arrangement Agreement.

In particular, there can be no assurance that the Transaction will be completed. Forward-looking information is based on certain assumptions regarding Red Light and Filament, including assumptions regarding prevailing market conditions, receipt of required approvals, and the ability of each party to satisfy the conditions to closing of the Transaction. While Red Light and Filament consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking information. Forward-looking information also necessarily involves known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; the regulatory environment for psychedelic substances in Canada and internationally; the ability to retain key personnel following the Transaction; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; risks inherent in clinical drug development; the ability to realize the anticipated benefits of the Transaction; competition; currency and interest rate fluctuations and other risks.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking information contained in this news release is expressly qualified by this cautionary statement and reflect the expectations of Red Light and Filament as of the date hereof, and thus is subject to change thereafter. Red Light and Filament disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of each of Red Light and Filament. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in Red Light's and Filament's public filings and material change reports which are and will be available on SEDAR+.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289530

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Source: Red Light Holland Corp.

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