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June 17, 2025 – TheNewswire - Vancouver, B.C. – Herbal Dispatch Inc. (CSE: HERB) (“Herbal Dispatch” or the “Company”) is pleased to announce that in furtherance to its News Release dated June 10, 2025, all resolutions were passed by the requisite majority at its 2024 and 2025 Annual General and Special Meetings of Shareholders held on Tuesday, June 17, 2025 (the “Meetings”).
At the Meetings, Shareholders voted in favor of setting the number of directors at 3 and the following directors were elected: Philip Campbell, Drew Malcolm, and Herb Dhaliwal (the “Directors”). In addition to the election of the Directors, Shareholders voted in favor of appointing Kingston Ross Pasnak LLP, as the Company’s auditor for the ensuing year, and the Company’s Amended & Restated Stock Option Plan and Restricted Share Unit Plan as required by the Canadian Securities Exchange (the “CSE”).
Dis-interested Approval of Unsecured Convertible Debentures
As referenced in the Notice of Meeting filed on Sedar Plus on May 9, 2025, the Company also sought dis-interested shareholder approval of two separate ordinary resolutions.
The first ordinary resolution sought dis-interested shareholder approval ratifying the third amendment to the 0971289 Unsecured Convertible Debenture, as further described in the Company’s Information Circular which was also filed on May 9, 2025. Of this particular resolution, the Company excluded votes held by 0971289 B.C. Ltd., Drew Malcolm, and related affiliates, and obtained majority approval. The second ordinary resolution sought dis-interested shareholder approval ratifying the first amendment to the Herb Dhaliwal Unsecured Convertible Debenture. Of this particular resolution, the Company excluded votes held by Herb Dhaliwal and related affiliates, and obtained majority approval.
As both Drew Malcolm and Herb Dhaliwal are also directors of the Company, these amendments constitute “related party transactions” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements for the Related Party Transactions available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101.
The Company did not file a material change report more than 21 days before the effective date of these transactions, as a result of them being subject to ratification by dis-interested shareholder approval at the Meetings.
The Company owns and operates leading cannabis e-commerce platforms and is dedicated to providing top quality cannabis to informed consumers at affordable pricing. The Company’s flagship cannabis marketplace, herbaldispatch.com, is a trusted source for exclusive access to small-batch craft cannabis flower and a wide-array of other product formats. The Company’s common shares trade on the Canadian Securities Exchange under the symbol “HERB”.
Philip Campbell, CEO and Director Email: IR@herbaldispatch.com Telephone: 1-833-432-2420
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
Certain statements in this news release, including statements or information containing terminology such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “may”, “could”, “will”, and similar expressions constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, that address activities, events, or developments that the Company or a third party expect or anticipate will or may occur in the future, including the Company’s future growth, results of operations, performance, and business prospects and opportunities are forward-looking statements.
These forward-looking statements reflect the Company’s current beliefs and are based on information currently available to the Company. These statements require the Company to make assumptions it believes are reasonable and are subject to inherent risks and uncertainties. Actual results and developments may differ materially from the anticipated results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond the Company’s control. These risk factors are interdependent and the impact of any one risk or uncertainty on a particular forward-looking statement is not determinable.
Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected effects on the Company. These forward-looking statements are made as of the date of this news release. Except as required by applicable securities legislation, the Company assumes no obligation to update publicly or revise any forward-looking statements to reflect subsequent information, events, or circumstances.
THE CANADIAN SECURITIES EXCHANGE (THE "CSE") HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS NEWS RELEASE. NEITHER THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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