TORONTO, March 21, 2025 (GLOBE NEWSWIRE) -- Entourage Health Corp. (TSX-V: ENTG) (OTCQX: ETRGF) (FSE: 4WE) (the “Company” or “Entourage”) is pleased to announce that the shareholders of the Company (the “Shareholders”) have approved the proposed plan of arrangement (the “Arrangement”) involving 1001095275 Ontario Inc. (the “Purchaser”) and 2437653 Ontario Inc. (the “Guarantor”), both related parties of LiUNA Pension Fund of Central and Eastern Canada (“LiUNA”), at the special meeting of Shareholders (the “Meeting”) held earlier today.
Pursuant to the Arrangement, the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Common Shares”) for cash consideration equal to $0.005 per share.
The special resolution approving the Arrangement (the “Arrangement Resolution”) was approved at the Meeting by: (i) 95.647% of the votes cast by Shareholders present or represented by proxy at the Meeting; and (ii) 90.477% of the votes cast by Shareholders present or represented by proxy at the Meeting, other than the Purchaser and Guarantor and any other persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”)
To be effective, the Arrangement Resolution required the affirmative vote of at (a) at least two-thirds of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting, other than the Purchaser and Guarantor and any other persons required to be excluded under MI 61-101.
The Arrangement is expected to become effective on or about March 31, 2025, subject to, among other things, Entourage obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. Following completion of the Arrangement, the Common Shares are expected to be delisted from the TSX Venture Exchange (the “TSX-V”) and an application is also expected to be made for the Company to cease to be a reporting issuer under applicable Canadian securities laws.
Registered Shareholders must submit a duly completed Letter of Transmittal and the share certificate(s) representing their Common Shares, as applicable, to TSX Trust Company (“TSXT”), the Company’s depositary, in order to receive the cash consideration following closing of the Arrangement. If you have any questions or require further information about the procedures to complete your Letter of Transmittal, please contact TSXT at 1-866-600-5869 (toll-free in North America) or 416-361-0930 (outside North America) or by email at tsxtis@tmx.com.
Additional details about the Arrangement and the Arrangement Resolution can be found in the management information circular of Entourage dated February 10, 2025, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Entourage’s issuer profile.
About Entourage Health Corp.
Entourage Health Corp. is the publicly traded parent company of Entourage Brands Corp., a licence holder producing and distributing cannabis products for the medical and adult-use markets. The Company owns and operates a fully licensed 26,000F sq. ft. Aylmer, ON processing facility. With its Starseed Medicinal medical-centric brand, Entourage has expanded its multi-channelled distribution strategy. Starseed’s industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, along with employers and union groups, complements Entourage’s direct sales to medical patients. Entourage’s elite adult-use product portfolio includes Color Cannabis, Saturday Cannabis – and now Dime Bag and Syndicate – sold across eight provincial distribution agencies. Exclusive Canadian producer and distributor of award-winning U.S.-based wellness brand Mary’s Medicinals, sold in both medical and adult-use channels. For more information, contact Entourage:
For additional information or investor or media inquiries: 1-888-385-5003 Investor@entouragecorp.com
About LiUNA Pension Fund of Central and Eastern Canada
Established in 1972, the LiUNA Pension Fund of Central and Eastern Canada (LPFCEC) is one of the fastest growing multi-employer pension funds across Canada, voted top 10 pension funds by Benefits Canada. With a diverse investment portfolio and over $12 billion in assets, LPFCEC has yielded positive returns for the plan, great work opportunities for LiUNA members, and has created many needed institutions across North America through a broad range of investments. Learn more at lpfcec.org.
Forward-looking statements and forward-looking information
Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, including closing and various other steps to be completed in connection with the Arrangement, the expected de-listing of the Common Shares from the TSX-V and the Company ceasing to be a reporting issuer following closing of the Arrangement and other statements that are not historical facts.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.
Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required court approvals or satisfy other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement; (c) the possibility of litigation relating to the Arrangement; (d) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (e) risks relating to the ability of the Purchaser to complete the Arrangement; and (f) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company’s results.
Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company’s actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information.
Investors and others should carefully consider the foregoing factors, other uncertainties and potential events and the risk factors and other cautionary statements in Entourage’s disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca and should not rely on the Company’s forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
