Vireo Health and former executive chairman reach mutual release
MINNEAPOLIS, March 31, 2021 / PRNewswire / – Vireo Health International Inc. (“Vireo” or the “Company”) (CNSX: VREO; OTCQX: VREOF), a science-driven, physician-led, multi-state cannabis company, announced today ‘hui that she entered into a mutual discharge (the “Mutual release“) with Bruce linton, a globally recognized authority on cannabinoid policy and affairs and former executive chairman of the company, on all outstanding issues between them.
Mr. Linton joined Vireo in November 2019. The June 8, 2020, the Company elected to terminate its employment contract with Mr. Linton as executive chairman, on an entirely without cause basis. In connection with Mr. Linton’s employment contract, Mr. Linton received warrants (the “Mandates“) to acquire up to 15 million subordinate voting shares (each, one”To share“) in the Company. 10 million Warrants (the”First installment Mandates“) have an exercise price of US $ 1.02 by Action.
As part of the mutual release, Vireo issued 8,000,000 shares to Mr. Linton. 7,110,381 shares were issued to Mr. Linton in connection with the exercise of the first tranche non-cash warrants. The remaining 889,519 shares were issued to Mr. Linton pursuant to a private placement exemption resulting in no cash consideration being paid to Vireo. The Shares issued under the First Tranche Warrants are free from trading restrictions and the 889,519 Shares are subject to a holding period expiring on August 1, 2021. In addition, as part of the mutual discharge, Mr. Linton has waived all rights, title and interest in all other warrants for cancellation.
The issuance of Shares in accordance with the Debt Settlement constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“). All of the independent directors of the Company, acting in good faith, have determined that the fair market value of the Shares issued in accordance with the Debt Settlement and the consideration paid are reasonable. The Company intends to rely on the exemptions from the valuation and approval requirements for minority shareholders of MI 61-101 contained in sections 5.5 (a) and 5.7 (1) (a) of MI 61-101 because neither the fair market value of the Shares nor the debt does not exceed 25% of the value of the Company’s market capitalization. The Company has not filed a material change report more than 21 days before the scheduled closing of the Debt Settlement because the details and amounts of the debts settled as part of the transaction were not finalized until the close of closing and the Company wished to close the Debt Settlement as soon as possible. All shares issued in accordance with the debt settlement will be subject to a period from d four (4) month retention.
About Vireo Health International, Inc.
Vireo Health International, Inc. is a physician-led cannabis company focused on bringing the best of technology, science and engineering to the cannabis industry. Vireo manufactures proprietary branded cannabis products in eco-friendly facilities, state-of-the-art grow sites and distributes its products through its growing network of Green Goods ™ and other retail outlets and third-party dispensaries. Vireo’s team of more than 400 employees, led by scientists, engineers and cultivation experts, is focused on efficiency and creating best-in-class products, while driving scientific innovation within the company. industry and developing significant intellectual property. Today, Vireo is licensed to cultivate and / or process cannabis in nine markets and operates 16 dispensaries nationwide. Vireo holds additional retail licenses in four markets. For more information on Vireo Health, please visit www.vireohealth.com. The Canadian Securities Exchange (“CSE”) has not reviewed and accepts no responsibility for the adequacy of this press release. Neither CSE nor its “Regulatory Services Provider” (as that term is defined in CSE policies) accepts responsibility for the adequacy or accuracy of this release.
Vice-President, Corporate Communications
Vice-President, Investor Relations
SOURCE Vireo Health International, Inc.