HEXO Corp (“HEXO” or the “Company”) (TSX: HEXO; NASDAQ: HEXO) is pleased to announce that at its meeting of shareholders held earlier today (the “Meeting”), holders (“Shareholders”) of common shares of HEXO (“Common Shares”) showed their overwhelming support of the previously announced acquisition of all of the outstanding shares of the entities that carry on the business of Redecan, Canada’s largest privately-owned licensed producer (the “Transaction”) in exchange for $400 million to be paid in cash in addition to the issuance of 69,721,116 Common Shares (the “Consideration Shares”), subject to certain customary adjustments. A total of 28,969,378 Common Shares (approximately 19% of the issued and outstanding Common Shares) were represented at the Meeting in person by virtual attendance or by proxy.
At the Meeting, Shareholders voted overwhelmingly in favour of the ordinary resolution (the “Transaction Resolution”) to, among other things, approve the issuance of the Consideration Shares pursuant to the Transaction. The Transaction Resolution was approved by 96.183% of the votes cast by Shareholders. In addition, Shareholders also voted overwhelmingly in favour of the ordinary resolution (the “Financing Resolution”) to approve the issuance of more than 32,198,894 Common Shares pursuant to the senior secured convertible note dated May 27, 2021 in the principal amount of US$360.0 million and due May 1, 2023 (the “Senior Secured Note”), representing more than 25% of the issued and outstanding Common Shares, and the issuance of Common Shares at a price less than the market price less any allowable discount (as determined by TSX rules) in the event that HEXO wishes to satisfy redemption and certain other payments under the Senior Secured Note in Common Shares. The Financing Resolution was approved by 94.992% of the votes cast by Shareholders. As previously announced, all regulatory approvals necessary for completion of the Transaction have been obtained. Completion of the Transaction remains subject to other customary conditions to closing and is expected to occur in the coming days.