Vancouver, British Columbia–(Newsfile Corp. – May 4, 2023) – Vertical Peak Holdings Inc. (CSE: FUZN) (OTC Pink: SPLIF) (formerly High Fusion Inc.) (“Vertical Peak” or the “Corporation“), is pleased to announce the results of its Annual General and Special Meeting (“Meeting“) held on May 1, 2023, completion of the name change and timeline for completing the plan of arrangement (“Plan of Arrangement“) to distribute shares of Neural Therapeutics Inc. (“Neural“) to the Corporation’s shareholders (see the Corporation’s press release dated February 28, 2023 and its management information circular dated March 15, 2023 as supplemented by a supplement filed on www.sedar.com on April 14, 2023 (together, the “Circular“) for further details on the Plan of Arrangement).
Annual General and Special Meeting Results
Vertical Peak is pleased to report, that all items to be voted on at the Meeting were approved as set out in the Circular, as described below:
- Fixing Size of Board: fixing the size of the Vertical Peak board at seven.
- Election of Directors: electing the following individuals as directors:
- Adam Szweras
- Bill Gillespie
- Billy Morrison
- Rachel Wright
- John Durfy
- Ross Mitgang
- Austin Birch
- Appoint the Auditor: appointing BF Borgers CPA PC, Certified Public Accountants as auditors of Vertical Peak for the ensuing year and authorizing the directors to fix their remuneration.
- Name Change: approving a special resolution to change the name of the Corporation to “Vertical Peak Holdings Inc.” from “High Fusion Inc.”.
- Continuance to BC: approving a special resolution to continue the Corporation from a company incorporated under the federal laws of Canada to a corporation continued under the laws of British Columbia, including the adoption of new articles and notice of articles.
- Arrangement Resolution: to the Plan of Arrangement, (approved by 99.6% of the votes cast[1]).
Name Change
The Corporation is pleased to announce that it has changed its name to Vertical Peak Holdings Inc. and that it will begin trading under the new name on the Canadian Securities Exchange (the “CSE“) on or about May 8, 2023. The subordinate voting shares of the Corporation (“SVS“) will trade on the CSE under the new ticker symbol “MJMJ“. The new SVS CUSIP number is 92539R107 and the new ISIN is CA92539R1073.
The Corporation intends to launch a new corporate website in due course. The Meeting materials, including the Circular, will continue to be posted on the current website www.high-fusion.com.
Spin Out Record Date and Distribution Dates
The Corporation expects to receive the final order from the British Columbia Supreme Court in respect of the Plan of Arrangement on May 3, 2023, and is taking steps to implement the Plan of Arrangement to effect the distribution of common shares in the capital of Neural (“Neural Shares“) to Vertical Peak shareholders as described in the Circular.
Subject to obtaining final regulatory approvals, the Corporation will announce the final ratio for each of SVS and MVS holders on which they will receive Neural Shares and the record date that will determine the shareholders who will receive Neural Shares pursuant to the Plan of Arrangement.
About High Fusion Inc.
Vertical Peak Holdings Inc. (formerly High Fusion Inc.) is focused on developing and manufacturing branded products in the cannabis industry with a specific focus on flower, pre-rolls, vapes, edibles and oil extracts for medical and adult recreational use. Vertical Peak operates and controls licenses in California, which include manufacturing, retail and cultivation operations in California. Vertical Peak’s main portfolio includes the OutCo and Thrive brands that it has acquired in 2021 pursuant to the acquisition of business of OutCo.
For updates on the Vertical’s activities and highlights of the Vertical’s press releases and other media coverage, please visit www.high-fusion.com.
For further information, please contact:
Vertical Peak Holdings Inc.
Bill Gillespie, Chief Executive Officer and Director
(888) 262 4645
bgillespie@nutritionalhigh.com
Caution Regarding Forward-Looking Information:
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC., NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release may contain forward-looking statements and information based on current expectations. These statements include statements regarding: the development of the Corporation’s business and the timing of receiving certain regulatory approvals and the completion of the Plan of Arrangement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. This forward-looking information reflects the Corporation’s current beliefs and is based on information currently available to the Corporation and on assumptions the Corporation believes are reasonable. These assumptions include, but are not limited to: the ability of the Corporation to obtain all required approvals, the ability of the Corporation to successfully execute its business plans and legal changes relating to the cannabis industry proceeding as anticipated.
The Corporation’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk factors which could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; the actual results of the Corporation’s future operations; competition; changes in legislation affecting the Corporation; obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise; the timing and availability of external financing on acceptable terms; lack of qualified, skilled labor or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and a deterioration of financial markets that could limit the Corporation’s ability to obtain external financing.
A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation’s disclosure documents on the SEDAR website at www.sedar.com. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Corporation as of the date of this press release and, accordingly, are subject to change after such date. However, the Corporation expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
[1] The Arrangement Resolution was approved two-thirds and by the simple majority in aggregate and on a per-class basis by the holders of subordinate voting shares and multiple voting, excluding the votes excluding any persons required to be excluded in accordance with MI 61-101 – Protection of Minority Security Holders in Special Transactions.
