The Valens Company Inc. (TSX: VLNS) (OTCQX: VLNCF) (the “Company,” “The Valens Company” or “Valens”) and Citizen Stash Cannabis Corp. (“Citizen Stash”) (formerly Experion Holdings Ltd.) (TSXV: CSC) (OTCQB: EXPFF) (FRANKFURT: MB31) are pleased to announce the successful completion of the previously announced plan of arrangement (the “Arrangement”), whereby Valens has acquired all of the issued and outstanding common shares and other securities of Citizen Stash (the “Citizen Stash Common Shares”) in an all share transaction, effective November 8, 2021.
Under the terms of the Arrangement, Citizen Stash shareholders are entitled to 0.1620 of a Valens common share (“Valens Share”) for each Citizen Stash Common Share held. The outstanding in-the-money Citizen Stash options were transferred to Citizen Stash in exchange for the applicable entitlement to the in-the-money amount for such options, payable in Valens Shares, net of applicable withholdings. Further, each Citizen Stash restricted share unit outstanding immediately prior to completion of the Arrangement (whether vested or unvested) was fully vested and transferred to Citizen Stash and cancelled in consideration for the issuance by Citizen Stash of a Citizen Stash Common Share that entitled the holder to 0.1620 of a Valens Share pursuant to the Arrangement, net of applicable withholdings. Lastly, Hillcrest Merchant Partners Inc. (“Hillcrest”) received 1,519,306 Citizen Stash Common Shares that entitled Hillcrest to 0.1620 of a Valens Share per Citizen Stash Common Share.
“With the completion of this strategic acquisition, Valens is poised to strengthen its position in the recreational market with the ownership of premium cannabis genetics, strains and products,” said Tyler Robson, Chief Executive Officer and Chair of the board of directors of The Valens Company. “As we enter the premium flower category, Valens now boasts a manufacturing and brands portfolio that focuses on two high growth categories of premium flower and 2.0 products. This is just the first step into the premium cannabis product category and consumers can stay tuned to see how we further leverage Citizen Stash’s asset light genetics portfolio to launch new innovative products in the future.”
The Arrangement was approved at the special meeting of Citizen Stash securityholders held on November 1, 2021, and by the Supreme Court of British Columbia on November 4, 2021. As a result of the closing of the Arrangement, the Citizen Stash Common Shares are expected to be delisted from the TSX Venture Exchange at the close of trading on or about November 12, 2021.
Valens intends to cause Citizen Stash to apply to the relevant regulatory authorities to cease to be a reporting issuer in the provinces of Canada in which it is a reporting issuer, such provinces being British Columbia, Alberta and Ontario.
“I would like to thank all the Citizen Stash shareholders for their support over the years. Going forward as a combined company, Citizen Stash and Valens are well-positioned to be the leading cannabis company in Canada and beyond. It has been an honour to serve our shareholders and I look forward to the next chapter,” commented Jarrett Malnarich, Chief Executive Officer of Citizen Stash.
Further information on the Arrangement is set out in the management information circular of Citizen Stash dated September 28, 2021, which is filed under Citizen Stash’s profile on the SEDAR website at www.sedar.com.
Valens continues to be in compliance with legal and regulatory requirements with respect to the cultivation, distribution, sale or possession of cannabis, to the extent applicable to the activities being undertaken by the Company in the jurisdictions in which it operates, being Canada, the United States, and Australia.
Advisors
Stikeman Elliott LLP acted as legal counsel to The Valens Company. Fasken Martineau DuMoulin LLP acted as legal counsel to Citizen Stash, and Hillcrest and Evans & Evans, Inc. acted as financial advisors to Citizen Stash.
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