Planet Announces Results of the Special Meeting for Going Private Transaction

June 19, 2020 4:15 PM EDT | Source: Planet Health Corp

Calgary, Alberta--(Newsfile Corp. - June 19, 2020) - Mr. David D. Heighington, a Director of Planet Health Corp. (TSXV: PHL.H) (the "Corporation" or "Planet"), announces that further to the Corporation's news releases dated April 8, 2020 and April 14, 2020, the Corporation is pleased to announce that at its special meeting of shareholders held on June 19, 2020 (the "Meeting"), shareholders approved the statutory plan of arrangement under Section 193(1) of the Business Corporations Act (Alberta), in order for the Corporation to complete a going private transaction (the "Arrangement"). The Arrangement was approved as a special resolution of shareholders with 99.48% of the votes cast at the meeting in favour of the Arrangement, and as a separate resolution of disinterested shareholders pursuant to the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions with 93.19% of the votes cast at the meeting by disinterested shareholders in favour of the Arrangement.

Approximately 86.08% of the outstanding common shares of the Corporation are indirectly held by the Corporation's President and CEO through various companies which are wholly or partially owned and controlled by him (the "Non-Participating Shareholders"). Pursuant to the Arrangement, 2255820 Alberta Ltd. (the "Purchaser"), a company partially owned and controlled by the Corporation's President and CEO, will acquire the remaining 13.92% of the common shares held by public shareholders at a price of $0.20 per common share (the "Consideration"). The Non-Participating Shareholders will not receive any Consideration. Following completion of the Arrangement, the Corporation will apply to have its common shares delisted from the TSX Venture Exchange (the "TSXV") and it will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it currently reports.

The Corporation intends to complete the Arrangement as soon as possible, although the Arrangement remains subject to:

  1. Final court approval; and

  2. Completion by June 30, 2020, or such other date as the parties may agree to. The hearing of the application for final court approval is scheduled for June 24, 2020 before the Court of Queen's Bench of Alberta, in Calgary, Alberta.

Further details of the Arrangement are set out in the Corporation's information circular prepared for the Meeting dated May 19, 2020, copies of which were mailed to shareholders and filed on SEDAR at www.sedar.com.

For further information please contact:

For further information, please contact:

David D. Heighington, Director
Suite 1150, 707 - 7 Avenue SW
Calgary, Alberta T2P 3H6
Phone: (403) 978-2867

TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Information Forward-looking statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as "believes", "may", "likely", "plans", or similar words. Forward- looking statements included in this news release include statements with respect to (i) the Corporation's plan to not have any Public Shareholders; (ii) the Corporation's plan to de-list from the TSX Venture Exchange; (iii) the Corporation's plan to apply to cease being a reporting issuer; (iv) expectations regarding the Consideration to be paid to the Public Shareholders; and (v) expectations about the Transaction's Effective Date. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Transaction is subject to several conditions including (i) completion of financing by the Purchaser; (ii) dissent rights not being exercised with respect to more than 5% of the Planet Shares; (iii) Non-Participating Shareholders entering into release agreements with Planet and the Purchaser; (iv) court and Planet shareholder approval; and (v) completion of the Transaction by June 30, 2020.

There is no guarantee all of these conditions will be satisfied. If any of the conditions to the Transaction are not satisfied, the Transaction may not be completed. Readers should not assume that any or all of the conditions will be met or that the Transaction will be completed by the target date. Readers are cautioned that the assumptions used in the preparation, may prove to be imprecise and, as such, undue reliance should not be placed on the forward-looking statements. The Corporation does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.

Not for distribution to U.S. Newswire Services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/58241

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