/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
LEAMINGTON, ON and
TORONTO, March 20, 2018 /CNW/ - Nuuvera Inc. (the
"Company" or "Nuuvera") (TSXV:NUU) and Aphria
Inc. ("Aphria") (TSX: APH and US OTC: APHQF)
are pleased to announce that, at the special meeting of
shareholders of Nuuvera held today (the "Meeting"), the
shareholders of Nuuvera overwhelmingly voted in favour of a special
resolution to approve the proposed plan of arrangement with Aphria
previously announced on January 29,
2018 (the "Arrangement") pursuant to which, among
other things, Aphria will acquire all of the issued and outstanding
shares of Nuuvera not already owned by it.
The Arrangement required approval by: (i) 66⅔% of the votes cast
by shareholders present in person or represented by proxy at the
Meeting; and (ii) a simple majority of the votes cast by
shareholders present in person or represented by proxy at the
Meeting, excluding the votes cast by such shareholders as are
required to be excluded pursuant to Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
A total of 60,129,430 Nuuvera shares, representing approximately
67.15% of the outstanding Nuuvera shares, were represented in
person or by proxy at the Meeting. Of the votes cast with respect
to the Arrangement, an aggregate of 60,073,288 Nuuvera shares were
voted in favour of the Arrangement, representing approximately
99.90% of the votes cast on the resolution. In addition, an
aggregate of 47,193,288 Nuuvera shares, representing approximately
99.88% of the votes cast on the resolution excluding such
shareholders as are required to be excluded pursuant to MI 61-101,
were voted in favour of the Arrangement.
It is expected that Nuuvera will apply for a final order of the
Ontario Superior Court of Justice (Commercial List) on March 22, 2018. Completion of the Arrangement
remains subject to other customary closing conditions, including
the aforementioned court order. Assuming that the conditions to
closing are satisfied or waived, it is expected that the
Arrangement will be completed on or around March 23, 2018. Following completion of the
Arrangement, Nuuvera will be de-listed from the TSX Venture
Exchange and applications will be made for Nuuvera to cease to be a
reporting issuer.
Further information about the Arrangement is set forth in the
materials prepared by the Company in respect of the Meeting which
were mailed to Nuuvera shareholders and filed under Nuuvera's
profile on the System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com.
About Nuuvera
Nuuvera is a global cannabis company founded on Canadian
principles, and built with the whole world in mind. Nuuvera is
currently working with partners in Germany, Israel and Italy, and is exploring opportunities in
several other countries, to develop commercial production and
global distribution of medical grade cannabis in legalized markets.
Through its subsidiaries, ARA – Avanti and Avalon Pharmaceutical
Inc., Nuuvera holds a Dealer License (GMP) under the Narcotic
Control Regulations and Office of Controlled Substances. Nuuvera is
currently in the final stages of the Health Canada review process
to become a Licensed Producer of medical marijuana under the ACMPR,
and has recently received its "letter to build" approval.
For more information about Nuuvera, please visit:
www.nuuvera.com
About Aphria
Aphria, one of Canada's
lowest-cost medical cannabis producers, produces, supplies and
sells medical cannabis. Located in Leamington, Ontario, the greenhouse capital of
Canada, Aphria is truly powered by
sunlight allowing for the most natural growing conditions
available. Aphria is committed to providing pharma-grade medical
cannabis, superior patient care while balancing patient economics
and returns to shareholders.
For more information about Aphria, please visit
www.aphria.ca
Notice regarding forward-looking information:
This news release includes statements containing forward-looking
information regarding Nuuvera and Aphria and their respective
businesses. Often, but not always, forward-looking information can
be identified by the use of words such as "plans", "is expected",
"expects", "scheduled", "intends", "contemplates", "anticipates",
"believes", "proposes" or variations (including negative
variations) of such words and phrases, or state that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. Such statements are based on
the current expectations of the management of Nuuvera and Aphria.
The forward-looking events and circumstances discussed in this
release include, but are not limited to, satisfaction of conditions
precedent to the closing of the Arrangement, the details of which
are set out in the management information circular of the Company
prepared in connection with the Meeting, the expected timing to
close the Arrangement, the expectation that, on or following
closing of the Arrangement, Nuuvera will be de-listed from the TSX
Venture Exchange and will cease to be a reporting issuer and the
expected timing thereof. Such forward-looking events and
circumstances may not occur by certain specified dates or at all
and could differ materially as a result of known and unknown risk
factors and uncertainties affecting Nuuvera or Aphria, including
risks regarding the cannabis industry, economic factors, the equity
markets generally, risks associated with growth and competition and
those risk factors referred to in the management information
circular of the Company prepared in connection with the Meeting.
Although Nuuvera and Aphria have attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in this news release, there
may be other factors that cause actions, events or results to
differ from those anticipated, estimated or intended.
Forward-looking information cannot be guaranteed. Except as
required by applicable securities laws, statements in this news
release containing forward-looking information speak only as of the
date on which they are made and Nuuvera and Aphria undertake no
obligation to publicly update or revise any forward-looking
information, whether as a result of new information, future events,
or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. The TSX Venture Exchange has in no way
passed upon the merits of the transaction and has neither approved
nor disapproved the content of this press release.
SOURCE Nuuvera Inc.