TSX VENTURE COMPANIES
ALEAFIA HEALTH INC. ("ALEF")
EMBLEM CORP. ("EMC"), ("EMC.WT"), ("EMC.WT.A"), ("EMC.WT.B")
BULLETIN TYPE: Plan of Arrangement-, Graduation, Delist
BULLETIN DATE: March 15, 2019
TSX Venture Tier 2 Companies
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement between Aleafia Health Inc. ("Aleafia") and Emblem Corp. ("Emblem") dated December 18, 2018 (the "Agreement"). Pursuant to the Agreement, Aleafia has agreed to acquire all of the issued and outstanding common shares of Emblem by way of a plan of arrangement under the provisions of the Canada Business Corporations Act (the "Transaction"). Under the Agreement, each Emblem shareholder will be entitled to receive 0.8377 of a common share of Aleafia for each common share of Emblem held.
The Exchange has been advised that approval of the Transaction by Emblem shareholders was received at a special meeting of shareholders held on March 6, 2019 and that approval of the Transaction was received from the Ontario Superior Court of Justice on March 8, 2019. The Transaction was completed on March 14, 2019. The full particulars of the Transaction are set forth in the Management Information Circular of Emblem dated as of January 30, 2019, which is available under the Emblem profile on SEDAR.
Graduation:
The Exchange has been advised that Aleafia's common shares will be listed and commence trading on Toronto Stock Exchange at the opening on Tuesday, March 19, 2019, under the symbol "ALEF".
As a result of the graduation to Toronto Stock Exchange, there will be no further trading under the symbol "ALEF" on the Exchange after the close of business on Monday, March 18, 2019 and Aleafia's shares will be delisted from the Exchange at the commencement of trading on Toronto Stock Exchange.
Delisting:
In conjunction with the closing of the Transaction, Emblem has requested that its common shares be delisted. Accordingly, effective at the close of business on Monday, March 18, 2019, the common shares of Emblem will be delisted from the Exchange.
Insider / Pro Group Participation: None. Prior to the closing of the Transaction Aleafia and Emblem were at arm's length.
Emblem Warrants
Emblem's existing three series of warrants (see below) which are listed on the Exchange will remain listed on the Exchange:
* EMC.WT: exercise price of $1.75, expiring December 6, 2019;
* EMC.WT.A: exercise price of $2.15, expiring November 16, 2020; and
* EMC.WT.B: exercise price of $2.70, expiring February 2, 2020.
In accordance with the applicable warrant indentures and warrant certificates, Aleafia will be assuming all covenants and obligations of Emblem such that upon exercise of an Emblem warrant, as adjusted in accordance with the terms of the applicable warrant indenture or warrant certificate, a holder of Emblem warrants will receive Aleafia common shares (receiving the same consideration they would have been entitled to receive had they been Emblem shareholders at the closing of the Transaction).
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