Citizen Stash Securityholders Overwhelmingly Approve Proposed Arrangement with The Valens Company Inc
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Citizen Stash Securityholders Overwhelmingly Approve Proposed Arrangement with The Valens Company Inc

Tuesday, November 2, 2021 8:45 AM
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Citizen Stash Cannabis Corp.

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VANCOUVER, BC / ACCESSWIRE / November 2, 2021 / Citizen Stash Cannabis Corp. ("Citizen Stash") (formerly Experion Holdings Ltd.) (TSXV:CSC)(OTCQB:EXPFF)(FRANKFURT:MB31) is pleased to announce the positive outcome of the vote of the Company's shareholders and option holders (the "Securityholders") at today's special meeting of the Securityholders (the "Meeting") regarding the previously announced plan of arrangement under the Business Corporations Act (Canada) (the "Arrangement"), pursuant to which The Valens Company Inc. ("Valens") will acquire all of the issued and outstanding common shares (the "Shares") of the Company.

The special resolution approving the Arrangement (the "Arrangement Resolution") was required to be passed by the affirmative vote by at least: (i) two-thirds (66⅔%) of the votes cast by shareholders, present virtually or by proxy; (ii) two-thirds (66⅔%) of the votes cast by Securityholders (voting as a single class), present virtually or by proxy; and (iii) at least a majority of the votes cast by shareholders present in virtually or represented by proxy, excluding for this purpose votes attached to the Company's Shares held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

A total of 50,783,619 Shares were represented by proxy at the Meeting, representing approximately 50.12% of the issued and outstanding Shares.

See below for a summary of the voting on the Arrangement Resolution:

(i) Two-Thirds Vote (shareholders)

FOR

AGAINST

(#)

(%)

(#)

(%)

50,228,658

98.91%

554,961

1.09%

(ii) Two-Thirds Vote (Securityholders)

FOR

AGAINST

(#)

(%)

(#)

(%)

51,753,658

98.94%

554,961

1.06%

(iii) Minority Vote

FOR

AGAINST

(#)

(%)

(#)

(%)

44,807,805

98.78%

554,961

1.22%

The Company will apply for a final order of the Supreme Court of British Columbia on November 4, 2021. Closing of the transaction remains subject to certain customary closing conditions including court approval. Assuming the satisfaction of these closing conditions, the transaction is expected to close on or about November 8, 2021.

The Company's Securityholders are encouraged to consult with their investment dealer, broker, bank manager, lawyer or other professional advisor should they have questions with respect to the matters discussed in this press release. The Company's Securityholders that require further assistance may also contact investor relations at [email protected]

About Citizen Stash Cannabis Corp.

Citizen Stash is the parent company of Experion Biotechnologies Inc., a Health Canada licensed cultivator and processor of cannabis, based in Mission, BC.

Citizen Stash is best known as a rapidly growing adult-use premium cannabis brand offered nationally in nine provinces and territories. Citizen Stash has invested and developed a portfolio of premium cannabis genetics, strains and products with a unique growth strategy incorporating a highly scalable aggregation and distribution business model to drive revenues across its national sales network.

Citizen Stash trades on the TSX Venture Exchange as a Tier 1 issuer under the symbol "CSC" on the OTCQB Venture under the symbol "EXPFF" and on the Frankfurt Stock Exchange under the symbol "MB31".

For further information, please visit Citizen Stash's website www.experionwellness.com or contact Investor Relations, Email: [email protected].

Cautionary Note About Forward-Looking Statements and Information

This news release includes certain statements that constitute "forward-looking statements", and "forward-looking information" within the meaning of applicable securities laws (collectively "forward-looking statements"). When used in this news release, words such as "expected" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "could", "may", "should", "will", "would" or the negative connotation of such terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as the transaction and the proposed Arrangement; court approval; and the timing and consummation of the Arrangement. These forward-looking statements involve numerous risks and uncertainties, including those relating to required securityholder and regulatory approvals, exercise of any termination rights under the Arrangement Agreement, meeting other conditions in the Arrangement Agreement, material adverse effects on the business, properties and assets of Valens and Citizen Stash, whether any superior proposal will be made and such other risk factors detailed from time to time in Citizen Stash's public disclosure documents including, without limitation, those risks identified in Citizen Stash's management information circular dated September 28, 2021 and Citizen Stash's management's discussion and analysis for the year ended November 30, 2020, which are available on SEDAR at www.sedar.com. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Citizen Stash assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Citizen Stash updates any one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

Information contained on any website or document referred to or hyperlinked in this news release shall not be deemed to form part of this news release. All information concerning Valens has been prepared solely by Valens and, as such, Citizen Stash does not assume any obligation or provide any representations regarding the statements made therein.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Citizen Stash Cannabis Corp.

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