Chemesis Calls Annual General And Special Shareholders Meeting
January 2, 2018
Vancouver, BC – Chemesis International Inc. (CSE: CSI) (OTC: CADMF) (FRA: CWAA) (the “Company” or “Chemesis”), has set an Annual General and Special Meeting of Shareholders to be held on Wednesday, January 9, 2019 (the “Meeting”).
The purposes of the Meeting are to: (i) receive and consider the audited financial statements of the Company for the fiscal year ended June 30, 2018, and the Auditor’s Report thereon; (ii) appoint Davidson & Company LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year (such matter to be raised from the floor of the Meeting); (iii) set the number of directors for the ensuing year at four; (iv) elect directors of the Company to hold office for the ensuing year; (v) re-approve the Company’s stock option plan; and (vi) consider and approve a special resolution (the “Arrangement Resolution”) approving a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) involving the Company and IMC International Mining Corp. (“IMC”), as further described in the Company’s news release dated December 20, 2018 (the “Arrangement”) and in the Company’s information circular dated December 11, 2018.
The Board of Directors of the Company unanimously approved the Arrangement and recommend that shareholders approve same. Notwithstanding that the Arrangement is exempt from the majority of minority shareholder approval requirements under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions on the basis that the fair market value of the transaction is below 25% of the Company’s market capitalization, the Company has decided, in the interest of good governance, to seek minority approval for the Arrangement by excluding the Company’s directors, executive officers and shareholders holding over 10% of the Company’s issued and outstanding common shares from voting on the Arrangement Resolution.
The Arrangement is subject to final court approval, as well as approval by not less than two-thirds of the votes cast at the Meeting. Chemesis has now sent out the meeting material to shareholders, including the Notice of Annual General and Special Meeting of Shareholders and Management Information Circular. Copies have been filed and are available on SEDAR.
The Company intends to apply for a listing of the common shares of IMC on the Canadian Securities Exchange (“CSE”). Any such listing will be subject to IMC fulfilling all of the requirements of the CSE.
On Behalf of The Board of Directors
Edgar Montero CEO and Director
About Chemesis International Inc.
Chemesis International Inc. is a vertically integrated global leader in the cannabis industry, currently operating within California, Puerto Rico, and finalizing an acquisition in Colombia.
Chemesis is developing a strong foothold in key markets, from cultivation, to manufacturing, distribution and retail. Chemesis has facilities in both Puerto Rico and California, allowing for cost effective production and distribution of its products. In addition, Chemesis leverages exclusive brands and partnerships and uses the highest quality extraction methods to provide consumers with quality cannabis products.
Chemesis will add shareholder value by exploring opportunities in emerging markets while consistently delivering quality product to its consumers from seed to sale.
Investor Relations:
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Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable securities laws relating to statements regarding the Company's business, products and future of the Company’s business, its product offerings and plans for sales and marketing, including finalizing an acquisition in Colombia. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company's products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this news release are made as of the date of this release.
The CSE has not reviewed, approved or disapproved the content of this press release