Origin House Announces Significant Support for Pending Cresco Labs Transaction

Origin House Announces Significant Support for Pending Cresco Labs Transaction
Origin House Announces Significant Support for Pending Cresco Labs Transaction

  • Of votes cast to date, 99.54% are in favour of the Arrangement.
  • Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that shareholders of Origin House vote FOR the Arrangement.
  • Shareholder voting deadline is Friday, June 7, 2019 at 10:00 am ET with Special Meeting of Shareholders to be held on Tuesday, June 11th, 2019.

OTTAWA, June 5, 2019 /CNW/ - CannaRoyalty Corp. d/b/a Origin House (CSE: OH and OTCQX: ORHOF) ("Origin House" or the "Company"), a North American cannabis products and brands company, today announced that, based on the votes cast to date, the Company has received overwhelming support in respect of the statutory plan of arrangement (the "Arrangement") pursuant to which Cresco Labs Inc. ("Cresco Labs") will acquire all of the issued and outstanding shares of Origin House. Of the votes cast, 99.54% are in FAVOUR of the Arrangement, with votes representing 42.80% of all eligible votes having been cast to date. The Board of Directors of Origin House encourages shareholders to vote in FAVOUR of the Arrangement, before the deadline of Friday, June 7, 2019 at 10:00 am ET.

Additionally, the Company is pleased to announce that ISS, a leading independent proxy advisory firm, has recommended that shareholders of Origin House vote FOR the Arrangement. In its report, ISS notes that "the proposed Arrangement makes strategic sense given the implied premium to the unaffected price of the Company's shares".

Under the terms of the Arrangement, Origin House shareholders will ultimately receive 0.8428 of a subordinate voting share of Cresco Labs ("Cresco Labs Share") for each common share of Origin House held and 84.28 Cresco Labs Shares for each class A compressed share of Origin House held. The board of directors of Origin House unanimously recommends that shareholders vote FOR the Arrangement.

Additional information in relation to the Arrangement can be found in the management information circular dated May 13, 2019. The meeting materials are available on Origin House's website at originhouse.com and filed under Origin House's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

The special meeting of Origin House shareholders will be held at the offices of Norton Rose Fulbright Canada LLP located at Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, Ontario, at 10:00 a.m. (Toronto time), on June 11, 2019.

Shareholder Questions and Assistance

If you have any questions or require assistance voting your shares, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-888-302-5677 toll-free in North America, or call collect outside North America at +1-416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.

About Origin House

Origin House is a growing cannabis brands and distribution company operating across key markets in the U.S. and Canada, with a strategic focus on becoming a preeminent global house of cannabis brands. Origin House's foundation is in California, the world's largest regulated cannabis market, where it delivers over 130 branded cannabis products from 50+ brands to the majority of licensed dispensaries. Origin House's brand development platform is operated out of five licensed facilities located across California, and provides distribution, manufacturing, cultivation and marketing services for its brand partners. Origin House is actively developing infrastructure to support the proliferation of its brands internationally, initially through its acquisition of Canadian retailer 180 Smoke. Origin House's shares trade on the CSE under the symbol "OH" and on the OTCQX under the symbol "ORHOF". Origin House is the registered business name of CannaRoyalty Corp. For more information, visit www.originhouse.com.

Forward-looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Origin House's periodic filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward- looking statements.

Forward-looking statements may include, without limitation, the receipt and nature of shareholder approval for the Arrangement, satisfaction of conditions precedent to the closing of the Arrangement, the consideration to be received by shareholders of the Company pursuant to the Arrangement, and the effect, growth prospects, cash position and anticipated benefits of the Arrangement on the Company and Cresco Labs.

Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining shareholder, court and regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under US federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward- looking statements in this news release are made as of the date of this release. The Company disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.

SOURCE Origin House

For further information: Media: Priyam Chakraborty, Communications Manager, Origin House, pchakraborty@originhouse.com, 647-232-9287; Investors: Kingsdale Advisors, 1-888-302-5677, contactus@kingsdaleadvisors.com; Jonathan Ross, LodeRock Advisors Inc., Origin House Investor Relations, 416-283-0178, jon.ross@loderockadvisors.com