Loon Energy Corporation Update on Timing of Shareholders Meeting to Approve Amalgamation with Pacific West Canopy Holdings Ltd.

Source Company Press Release
Company Loon Energy Corporation
Tags Corporate: Overview/Strategy, Country: Canada
Date November 01, 2018

Loon Energy Corporation (TSXV: LNE.H) ("Loon") announced that it had entered into an Amalgamation Agreement (the "Amalgamation Agreement") with Pacific West Canopy Holdings Ltd. ("PacWest"), a privately held corporation existing under the Business Corporations Act (British Columbia), pursuant to which Loon and PacWest agreed to amalgamate (the "Amalgamation") and continue as "Pacific West Canopy Ltd." (the "Resulting Issuer"). PacWest is an emerging cannabis producer as described under "About PacWest" below and it is anticipated that the Resulting Issuer will carry on the current business of PacWest. The Amalgamation Agreement was negotiated at arm's length and is effective as of September 14, 2018. PacWest and Loon were, and continue to be, completely at arm's length to each other and they have no common insiders. It was amended effective October 29, 2018 to change the Outside Date to February 28, 2019 and to change the date by which each of Loon and PacWest must hold shareholder's meetings to approve the Amalgamation to January 25, 2019

In conjunction with the Amalgamation, Loon will be seeking approval to de-list (the "De-listing") from the NEX Board ("NEX") of the TSX Venture Exchange (the "TSXV") where the common shares of Loon (the "Loon Shares") are currently listed. The resolution to de-list will require the approval of a Majority of the Minority of shareholders (as such term is defined in Exchange regulations) who are not insiders of Loon and who vote on the resolution. Additionally, in order to facilitate the Amalgamation, Loon will seek shareholder and regulatory approval to continue as a corporation out of the Business Corporations Act (Alberta) and into the Business Corporations Act (British Columbia) (the "Continuance"). The Continuance, together with the De-listing, the Amalgamation and the other transactions contemplated in the Amalgamation Agreement, constitute the transaction (the "Transaction"). The Transaction requires shareholder approval and on September 17 th Loon announced that it would hold an annual and special meeting of its shareholders on November 21, 2018 to seek shareholder approval of the Transaction (the "Meeting").

Loon has determined that it is not desirable to hold the Meeting on November 21, 2018 and it anticipates that a new notice for the Meeting will be issued shortly after receipt from PacWest of its audited financial statements. PacWest have advised that the audited financial statements should be available by the middle of November in which case it is anticipated that the Meeting will be held in January, 2019.

Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the cannabis business currently being undertaken by PacWest and PacWest will be a reporting issuer listed on the Canadian Securities Exchange (the "CSE")

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