TRU.H Trius Investments Inc

Trius Investments Inc. (“Trius” or the “Company”) (TSXV:TRU.H) is pleased to announce the results of its annual and special meeting of shareholders (the “Meeting”) held on September 9, 2019. The Meeting was held in connection with the proposed reverse take-over of the Company by Starling Brands Inc. (“Starling”) by way of three-cornered amalgamation among the Company, Starling, and the Company’s wholly-owned subsidiary, 11436465 Canada Inc. (the “Business Combination”).

Shareholders voted in favour of all items of business, including setting the size of the board of directors (the “Board”) at four members and re-electing each of the directors nominated by management, namely Joel Freudman, Damian Lopez, Peter K. Deacon and Yousuf Soliman.

The other items put forth at the Meeting were also approved, namely:

• re-appointing the Company’s auditors, Daye Kelly & Associates, until the earlier of the next general meeting of the shareholders of the Company or completion of the Business Combination, and appointing MNP LLP as auditors of the Company conditional on and effective upon closing the Business Combination;
• re-approving the Company’s existing stock option plan;
• the adoption of a new stock option plan of the Company, conditional upon and effective on the closing of the Business Combination;
• the voluntary delisting of the common shares in the capital of the Company (“Common Shares”) from the TSX Venture Exchange (the “TSXV”) and the listing of the Subordinate Voting Shares (as defined below) on the Canadian Securities Exchange (the “CSE”) conditional upon and subject to the satisfaction or waiver of all other conditions to the Business Combination;
• the continuance of the Company from the Province of Alberta into the Province of British Columbia (the “Continuance”) immediately prior to the completion of the Business Combination. The Continuance will effect the amendment of the Company’s current articles of incorporation to, among other things: (i) change the name of the Company to “Starling Brands Ltd.”, or such other name as may be requested by Starling and acceptable to the Company and the Registrar of Companies under the Business Corporations Act (British Columbia); (ii) consolidate the Common Shares on the basis of up to 15 pre-consolidation Common Shares for each 1 post-consolidation Common Share; (iii) amend the terms of the Common Shares such that they will have the special rights and restrictions described in the management information circular of the Company dated August 8, 2019 (the “Circular”), and to re-designate the Common Shares as Class A subordinate voting shares (the “Subordinate Voting Shares”); (iv) create a new class of shares consisting of an unlimited number of Class B multiple voting shares having the special rights and restrictions described in the Circular; and (v) delete the Company’s preferred shares.

As the shareholders of the Company have approved the Delisting, subject to TSXV approval, prior to the closing of the Business Combination, the Common Shares will be delisted from the TSXV and will cease to be available for purchase or sale through the TSXV. Conditional upon and effective following the closing of the Business Combination, and subject to CSE approval, the Subordinate Voting Shares will be listed on the CSE.                          Completion of the Business Combination is subject to a number of conditions including, but not limited to, Starling completing a brokered private placement of subscription receipts for minimum gross proceeds of $5,000,000 (the “Private Placement”), Trius completing the Continuance and the amendment to the Company’s articles contemplated thereby, TSXV acceptance of the Delisting; acceptance of listing of the Subordinate Voting Shares by the CSE, and approval of the shareholders of Starling. The Business Combination will not be completed while Trius is listed on the TSXV. The Business Combination is expected to close later this year. Further details with respect to the Business Combination are summarized in Trius’ news releases dated April 15, 2019 and July 9, 2019.

For further information, please contact:

Trius Investments Inc. Joel FreudmanPresident and Chief Executive OfficerTelephone: (647) 880-6414

Starling Brands Inc.Media Relations and Investor Relations:Tara MurphyTelephone: (647) 556-0430IR@StarlingBrands.com 

In accordance with TSXV policy, the Common Shares are currently halted from trading and are expected to remain halted until Trius is delisted from the TSXV. Completion of the Business Combination is subject to a number of conditions including, but not limited to, CSE acceptance and receipt of applicable corporate approvals. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Circular or the listing statement to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon.

Neither the TSXV nor the CSE has in any way passed on the merits of the Business Combination, and neither has approved nor disapproved the contents of this press release.

Neither the TSXV nor the Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

All information contained in this press release with respect to Trius and Starling was supplied by the parties respectively for inclusion herein, and each party has relied entirely on the other party for any information concerning the other party. Trius does not assume any responsibility for the accuracy or completeness of the information provided by Starling.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information

This press release includes statements containing forward-looking information, including but not limited to express or implied statements and assumptions regarding the receipt of regulatory approvals for the Business Combination, timing, terms, and completion of the Private Placement, the Continuance, and the Business Combination. Forward-looking information herein is based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Trius and Starling respectively operate. Statements containing forward-looking information are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict and which are outside of Trius’ control. In particular, there is no guarantee that conditions to the completion of the Business Combination will be satisfied, that the Private Placement or the Business Combination will be completed, that Trius and Starling will obtain any required regulatory approvals, including for the Delisting and the listing of the Subordinate Voting Shares on the CSE, or that the resulting issuer will be able to achieve its business objectives. Actual results may differ, and may differ materially from those projected in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. The forward-looking information contained in this press release is provided as of the date of this press release, and neither Trius nor Starling undertakes any obligation to update any forward-looking statements made herein, except as required by applicable securities laws.