Instadose Pharma Corp. Announces Vote
Instadose Pharma Corp. announced the results of its annual and special meeting held on October 14, 2021. Shareholders overwhelmingly approved the Arrangement Resolution for Instadose to acquire all outstanding shares of the company at a price of 1.34 per Share. A total of 132,155,241 shares were voted with significant support for the election of a six-member Board of Directors and the appointment of BF Borgers as auditors. The company will seek final court approval on October 19, 2021, for the transaction, which is expected to complete soon pending customary closing conditions.
- Shareholder approval of the Arrangement Resolution with 100% support.
- Strong backing for the Board of Directors' election with over 99% votes.
- Establishment of operational subsidiaries in multiple countries for global cannabis distribution.
- None.
Instadose Pharma Corp. Announces Results of Annual and Special Meeting Including the Election of its Board of Directors and Approval of the Arrangement with Instadose Pharma Corp. (formerly "Microcoze")
BURLINGTON, ON / ACCESSWIRE / October 15, 2021 / Instadose Pharma Corp. (the "Company" or "Instadose") is pleased to announce that at the Company's annual and special meeting of the shareholders held on October 14, 2021 (the "Meeting"), an overwhelming majority of the shareholders of the Company voted in favour of, among others, the special resolution (the "Arrangement Resolution") approving the plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Instadose Pharma Corp. (formerly Mikrocoze, Inc.), a Nevada corporation ("Instadose USA") (OTC PINK:INSD), will acquire all of the issued and outstanding common shares ("Shares") of the Company. The consideration to be paid for each Share shall be 1.34 per Share (the "Arrangement").
The Arrangement Resolution required approval of at least two thirds of the votes cast at the Meeting by shareholders of the Company present virtually or by proxy and a simple majority of the votes cast by disinterested shareholders of the Company, meaning the shareholders of the Company excluding Grant F. Sanders and certain parties associated with Mr. Sanders (as further explained in the Management Information Circular for the Meeting dated September 3, 2021), present virtually or represented by proxy at the Shareholder Meeting. The total Shares voted at the Meeting were 132,155,241.
At the Meeting, the shareholders passed the following resolutions:
Votes For Votes Against/Withheld
- Setting the number of Directors at 6 132,145,241 (
99.99% ) 10,000 (0.01% ) - Election of Directors
Grant F. Sanders 132,103,741 (
Lt. General (ret'd) the Honourable Andrew Leslie 132,075,241 (
Edward J. Borkowski 132,075,241 (
Ann Barnes 132,125,241 (
Peter Wirth 132,125,241 (
Alex Wylie 132,125,241 (
- Appointment of BF Borgers as Auditors 132,130,241 (
99.98% ) 25,000 (0.02% ) - Approval of Plan of Arrangement 132,150,241 (
100% ) 5,000 (0.00% )
The Company anticipates returning to the Supreme Court of British Columbia (the "Court") on October 19, 2021 to seek a final order approving the Arrangement. Completion of the Arrangement remains subject to customary closing conditions, including approval of the Court. Completion of the Arrangement is expected shortly, subject to the satisfaction or waiver of the final outstanding conditions. Following the completion of the Arrangement, it is expected that the Board of Directors of Instadose USA will consist of the following members:
Grant F. Sanders
Chairman of the Board, Non-Independent Director
Grant F. Sanders is an entrepreneur who has founded several successful businesses. He has experience and training in various fields including finance, manufacturing, and agriculture. He sees the potential of high value agricultural pharmaceutical crops as a global renewable resource that is a catalyst for change and the potential for these emerging global commodities to transform the third world and supply the demand of the first.
Mr. Sanders has been developing agricultural platforms in the DRC for more than 20 years. He currently sits on the board for several businesses involved in agriculture, property and real‑estate development and has extensive experience in private banking as well as global asset structuring, and corporate finance.
Lt. General (ret'd) the Honourable Andrew Leslie
Independent Director
General Andrew Leslie has been a soldier, business leader, Federal parliamentarian, Chief Government Whip and board director with corporate, charitable and government organizations. His value proposition is extensive training and practical experience in leadership, governance, succession planning/leader selection/mentoring, strategic planning and risk and crisis management. He has extensive knowledge of Canada's place in the world, international trade, Canada-US relations, and cyber security. He is a loyal team player who speaks his mind as required.
His career in the Canadian Armed Forces culminated as the Commander/CEO of the Canadian Army for four years during the latest Afghan War, where he was responsible for the leadership of 57,000 people, their equipment, training, a multi-billion-dollar budget and related equipment programs.
After international tours with both the UN and NATO in peacekeeping and war and numerous Canadian and international awards and decorations, he joined a large Canadian corporation as a senior Vice President, working on network operations and cyber security with U.S. and Canadian clients. He was subsequently involved in various cyber security companies as a board director and mentor, and larger ones for corporate strategy and governance as a consultant; as well as half a dozen charitable boards ranging from simple to complex. Elected as the Federal MP representing the riding of Orleans in 2015, he was Chief Government Whip and a member of the Privy Council of Canada, attending the Results and Risk Management Cabinet Committee. In January 2017 the Prime Minister focused him on Canada-U.S. relations as Parliamentary Secretary for Global Affairs, and he attended the relevant cabinet committee on Trade. He has spent considerable time in the U.S. and across Canada interacting with military and business leaders, Governors and Congress on trade-related issues.
A graduate of numerous military courses on leadership, governance, ethics, strategy, tactics, equipment acquisition and risk management, General Leslie's education includes the University of Ottawa (Economics), the Royal Military College (MA/Strategic Studies), the University of London (U.K.), as well as executive courses at the Harvard Business School and the Canadian Forces Colleges, and he is a recent graduate of the Institute of Directors Education program from the Rotman School of Management. In 2021 he was conferred the degree of Doctor (honoris causa) from the Royal Military College. He currently lives in Ottawa and is bilingual (English/French). He chose not to run in 2019 Federal election and now sits on various corporate boards and provides strategic advice to selected clients.
Edward Borkowski
Non-Independent Director, Chief Executive Officer
Edward Borkowski has served as Executive Vice President, Operations of TherapeuticsMD since 2020. Prior to joining TherapeuticsMD, Mr. Borkowski served as: (i) Executive Vice President and interim Chief Financial Officer of MiMedx Group Inc. (MDGX) from April 2018 to December 2019, (ii) Chief Financial Officer of Aceto Corporation (ACET) from February 2018 to April 2018, and (iii) director and held several executive positions with Concordia International, an international specialty pharmaceutical company, from May 2015 to February 2018. From March 2013 to March 2016, Mr. Borkowski served as Acting Chief Financial Officer of Amerigen Pharmaceuticals, a generic pharmaceutical company with a focus on oral, controlled release products. Edward is currently a director of AzurRx BioPharma Inc. (AZRX) and Acacia Pharma Group Plc (ACPH), and a Trustee of Allegheny College. Mr. Borkowski previously served as a director of Co-Diagnostics, Inc. (CODX) from May 2017 to June 2019. Mr. Borkowski previously served in executive roles at ConvaTec, CareFusion Corporation and Mylan N.V. and began his career with Arthur Andersen & Co.
Mr. Borkowski earned his degree in Economics and Political Science from Allegheny College and received an MBA in accounting from Rutgers University.
Ann Barnes
Independent Director
Ann Barnes began her career acting as corporate counsel for several private and publicly listed companies including Manulife Financial, TSN, Cott Corporation, Alliance Atlantis Communications Inc. and Insight Sports. Since leaving her legal career, Ann founded and operated numerous companies in emerging industries. She began North America's first chia company Source Salba Inc. and owned and operated Mum's Original which is one of North America's first hemp and superfood companies. She has published two best-selling health and wellness cookbooks and is a well-respected public speaker. Ann has a popular Tedx Talk watched over 750,000 times and translated into both American sign language and Arabic.
Ann is the original founder, investor, and Chairperson of the world's first legally licensed medicinal cannabis producing company: Peace Naturals Project Inc. Peace Naturals was subsequently purchased by Cronos Group Inc. and later by Altira (Marlborough) (CRON).
Ann is an active director of Red Light Holland Corp. (TRIP), a legal producer and distributor of psilocybin truffles within the Netherlands. The company intends to contribute to the advancement and awareness of psilocybin and promote its potential for further research and study.
Ann currently acts as an advisor to Oasis Adaptations Inc. Oasis is focused on functional mushrooms and adaptogens in consumer-packaged food and plant-based supplements for the millennial demographic.
Ann is currently the Founder and CEO of Edica Group Inc. (c.o.b. as Edica Naturals), a natural and plant-based supplement and topical beauty product company.
Peter Wirth
Independent Director
Peter Wirth has been working in the financial services industry for more than 30 years. During this time, Peter has gained experience in various aspects of the banking and trust profession.
Peter started his career in Switzerland where he also received his formal education. From 1996-1999, Peter worked in Singapore where he was heading the Bank Leu Representative Office. In 2000, Peter was transferred to Nassau, Bahamas where he ran Bank Leu and then its successor company Clariden Leu until the bank was integrated into Credit Suisse in April 2012. On December 31, 2013, Peter retired from Credit Suisse and became an independent consultant.
In November 2018, Peter joined Julius Baer Bank (Bahamas) Ltd., Nassau, Bahamas as CEO. Peter retired from this position when Julius Baer was sold in September 2020.
Alex Wylie
Non-Independent Director, Chief Financial Officer
Alex Wylie has over 25 years of business experience and has served in the role of Chief Financial Officer and Chief Executive Officer for multiple public and private companies. Mr. Wylie currently serves Instadose as its Chief Financial Officer. From 2017 to May 2021, Mr. Wylie was CEO of ACT Medical Centres. ACT is an organization that owns and operates medical centres and pharmacies throughout the Province of Alberta. From 2014 to 2016, Mr. Wylie was President, CEO, and a director of Bruin Oil and Gas, a private oil and gas company that was sold to Karve Energy. From 2009 to 2013, Alex was Vice-President and CFO of Renegade Petroleum, a public oil and gas company that was eventually sold to Spartan Energy. In 2009, Mr. Wylie was Executive Vice-President of Finance of Renegade Oil and Gas, a private oil and gas company that was sold to Legacy Oil and Gas. From 2005 to 2009, Alex was Managing Director and lead the Energy Investment Banking Group for Stifel Financial Corp. (formerly Westwind Partners). Mr. Wylie received his Chartered Accountant designation in 1993 and graduated from the University of Western Ontario with a degree in Economics.
Following the completion of the Arrangement, it is expected that Instadose USA will establish an Advisory Board consisting of the following members:
Major General Freddie Valenzuela
International Advisor to Nexus Leadership
Major General Valenzuela served thirty‑three years in the U.S. army and was highly decorated for heroism and valor. He served in three combat corps and six infantry Divisions all over the world including Peru, Korea, Colombia, Turkey, Haiti, Puerto Rico, Kuwait, Grenada, Panama, El Salvador, and Somalia, as well as numerous years in interagency assignments. He commanded in the Cold War and Gulf War eras and was awarded the two highest peacetime awards upon his retirement, the Defense and Army Distinguished Service Medals. After his retirement, he continued his public service by creating an educational foundation for at‑risk children and for the families of soldiers killed in the line of duty. He is the President/CEO of M.C. Valens - a service‑disabled veteran‑owned business. His company previously advised senior Mexican leadership on the War on Drugs. He is a motivational speaker and supports the U.S. Army in the arena of recruiting, retention, and diversity issues. Hispanic Business Magazine has named him one of the 100 most influential Hispanics in the U.S.
He recently served as a Board of Director of USAA Federal Savings for 11 years (risk/trust/credit committees), USAA USB Bank (Credit card bank/risk/compensation committees). He was also recently appointed by the President of the United States to the WWI Centennial Commission.
Major General Valenzuela was appointed by President Biden's Administration to the Military Veteran Advisory Council, for the America 250 celebration which recognizes the United States' historical birth as a Nation. Major General Valenzuela also published his Memoirs in a book, "No Greater Love" with all the proceeds going to scholarships for the children of those Soldiers he buried from numerous wars.
Richard M. Wise, FCPA, FCA, CFF, FCBV, FASA, FRICS, CVA, MCBA (Eme.), C.Arb (Ret.)
Former Partner, Deloitte & Touche LLP and MNP LLP
Richard M. Wise was a Partner in the Montreal office of Deloitte & Touche, and a Partner of MNP, specializing in business valuation and financial litigation. He has performed valuations for cross‑border transactions, tax planning, shareholder and matrimonial disputes, and economic damages qualification. Mr. Wise publishes and lectures extensively across the U.S. and Canada and has given over 200 technical conference presentations to professional organizations in both countries and Europe, including the American and Canadian Bar Associations, American Institute of Certified Public Accountants, American Society of Appraisers (ASA), and Canadian Chartered Business Valuators (CBV Institute). He is principal co‑author of Guide to Canadian Business Valuations (3 Vols.) (Thomson Reuters).
Mr. Wise was President of the CBV Institute, International Governor of ASA, and served on the Council of CPA Quebec. He has been a valuation advisor to the Canadian Justice Department, Canada Revenue Agency, Quebec Financial Markets Authority, Attorney General of Ontario, and Public Trustee of Ontario. He has given expert court testimony on numerous occasions across Canada and in the U.S., has been appointed by the courts as their valuation expert and has been awarded and recognized by Who's Who Legal as a "Global Elite Thought Leader", and an Expert in Financial Advisory and Valuation - Corporate Tax Expert Witness 2018‑2021.
A graduate of McGill University, Richard was designated a Chartered Professional Accountant (CPA) in 1965 and elected a Fellow (FCA) in 1984. He also holds the designations of Investigative and Forensic Accountant (CA•IFA), Chartered Business Valuator (FCBV), Accredited Senior Appraiser (FASA), Master Certified Business Appraiser (MCBA), Certified Valuation Analyst (CVA), Fellow of the Royal Institution of Chartered Surveyors (FRICS), and Chartered Arbitrator (C.Arb.). He was Visiting Scholar at Francis Marion University, Florence, SC, Lecturer at McGill's Faculties of Law and Management and is an inductee of ASA's College of Fellows.
Mr. Wise was awarded the Queen Elizabeth II Diamond Jubilee Medal for his dedicated service to his profession, community and to Canada, and was recipient of the Canada 125 Medal from the Governor General of Canada for his service to the community and to Canada.
Michael Gaouette
Former Leader of Largest U.N. Peacekeeping Team in Darfur, Sudan
Michael Gaouette has spent the last three decades working internationally as a public servant and entrepreneur. His career has taken him to more than two‑dozen countries in Africa, to the Middle East, South and Central Asia and the Balkans.
For the first twenty years of his working life, Michael served in the United Nations and with well‑known NGOs. During that period he acquired a wide range of experience: leading earthquake response teams in India, coordinating humanitarian assistance in Liberia, organizing care for Kosovar refugee children in Macedonia, mobilizing food aid in East Africa, designing policing interventions in Chad, evaluating UN operations in Angola, Sierra Leone and Ivory Coast, developing global security policy for relief workers and negotiating with senior military and government officials in Europe, Africa and the Middle East. His final job with the United Nations was to lead the headquarters group that ran what was, at that time, the largest peacekeeping mission in the world, which was deployed to Darfur, Sudan.
After leaving the United Nations, Michael turned his attention to generating jobs for regular people in struggling or emerging economies. He has started two small‑scale agriculture businesses - one in the Ivory Coast and one in Tanzania. Both enterprises are run with local partners and focus on creating economic stability and steady, well‑paid jobs for working families.
Michael has also served on the faculty of Columbia University's School of International and Public Affairs, where he taught courses in international conflict resolution. He graduated magna cum laude from Harvard College and has an MPhil from Cambridge University.
Professor Hélyette Geman, MA, PhD, PhD
Director, Commodity Finance Centre, Univ. of London & Research Professor at John Hopkins University
Hélyette Geman is the Director of the Commodity Finance Centre at Birkbeck - University of London and a Research Professor at John Hopkins University. She is a graduate of Ecole Normale Supérieure in Mathematics, holds a Master's degree in Theoretical Physics, a PhD in Probability from the University Pierre et Marie Curie and a PhD in Finance from the University Pantheon Sorbonne.
Professor Geman has been a scientific advisor to major financial institutions and commodity trading companies for the last 21 years, covering the subjects of interest rates, crude oil, metals, and agriculture. Her books, ‘Commodities and Commodity Derivatives', ‘Agricultural Finance' and ‘Weather and Insurance Derivatives' are references in the field.
Professor Geman has published more than 145 papers in top international finance Journals and counts Nassim Taleb, author of ‘The Black Swan', among her former PhD students. Professor Geman is a Senior Fellow for the Office Cherifien des Phosphates Policy Center in Rabat and is President of the Society ‘Women‑for‑Climate'.
William Deluce
CEO, Project Management Resources Inc.; Honorary Consule, Rwanda
William Deluce is one of Canada's most knowledgeable and respected Aviation, Transport and Natural Resource Sector executives. In 1971, William was appointed General Manager of norOntair, the first provincial government airline in Ontario, Canada. In 1974, he along with three other family members purchased Austin Airways, the oldest continuously operated airline in Canadian history. From 1974 until 1992, Mr. Deluce built the company into the largest Canadian private airline group (including Air Ontario, Austin Airways, Air Manitoba, Air Creebec) serving central Canada and Northeastern USA.
In 1993, Mr. Deluce moved his family to South Africa and established South African Express (SAX) - a large regional carrier serving several Southern African countries. Following the success of SAX, Mr. Deluce continued to build a series of airlines across the Gulf of Guinea and Kenya over the next decade. While in the region, Mr. Deluce also developed several mining, agriculture and transport operations across Rwanda and The Democratic Republic of the Congo. In March 2012, Mr. Deluce was named Honorary Consul, Rwanda due to his extensive work within the region. In 2013, Mr. Deluce was hired as CEO of Vitran Corporation, a publicly traded North American Transport Company.
Mr. Deluce has served on many boards, both public and private, including Vitran Corporation, Canadian Tire Corp., South China Industries, St. Michael's Hospital, Canadian Air Transport Security Agency, OneXOne Foundation, Damara Gold Corp., and Canstar Resources Inc.
About the Company
Instadose is building a large-scale commercial outdoor growing, cultivation, production, and global distribution platform (the "Global Distribution Platform") for medicinal cannabis and cannabinoid oil. Utilizing the Global Distribution Platform, Instadose will be seeking to open the commercial gateway to a new wholesale marketplace capable of providing pharmaceutical industry companies with large, sustainable, consistent, diverse, and low‑cost supplies of high‑quality medicinal cannabis and cannabinoid oil for use in bulk as an active pharmaceutical ingredient.
Instadose's Global Distribution Platform spans five (5) world continents to date, including Africa, Europe, Asia, South America, and North America (each, a "Continent"). Within each Continent, Instadose is establishing operational subsidiaries and joint venture partnerships to secure access to government-issued licenses and permits in countries such as The Democratic Republic of the Congo, the Republic of North Macedonia, the Portuguese Republic, the Republic of India, Colombia, Mexico, and Canada, each seeking to increase their level of participation within the global Medicinal Cannabis industry.
For more information about Instadose:
Alex Wylie, Chief Financial Officer
1 (905) 218-3593
5500 North Service Rd, Suite 301
Burlington, Ontario, Canada
L7L 6W6
This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the Company's plans and other aspects of our anticipated future opportunities. Forward-looking information typically uses words such as "anticipate", "believe", "continue", "trend", "sustain", "project", "expect", "forecast", "budget", "goal", "guidance", "plan", "objective", "strategy", "target", "intend", "estimate", "potential", or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future, including statements about our plans, focus, objectives, priorities and position. In particular, and without limiting the generality of the foregoing, this press release contains forward-looking information with respect to the Company obtaining final court approval, completion of the Arrangement and the Board of Directors and Advisory Board of Instadose USA following the completion of the Arrangement. The forward-looking information is based on certain key expectations and assumptions made by our Board. Although we believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. Our actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that we will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide security holders with a more complete perspective on our future operations and such information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. These forward-looking statements are made as of the date of this press release and we disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
SOURCE: Instadose Pharma Corp.
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FAQ
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