TORONTO, ONTARIO–(Marketwired – Jan. 26, 2017) – Canada House Wellness Group Inc. (“Canada House” or the “Company”)(CSE:CHV)(CSE:CHV.CN) announces that at the annual general meeting of its shareholders (the “Meeting“) held in Toronto, Ontario on January 24, 2017, the shareholders elected Mr. Patrick Bednarek and Mr. James Riley McGee as directors of the Company. The shareholders re-elected Mr. Mike Southwell, Mr. Edwin Corey, Mr. David Shpilt and Ms. Nicole Ferris at the Meeting. The shareholders also approved the re-appointment of Collins Barrow Toronto LLP as the auditors of the Company for the ensuing year.
Subsequent to the Meeting, a board meeting was held with the newly elected directors where Mr. Patrick Bednarek resigned as a director and Mr. Larry Bortles was appointed to fill the vacancy. In addition, Ms. Nicole Ferris resigned as Chair of the board of directors and Mr. Larry Bortles was appointed as Chair.
Mr. Riley McGee is a Canadian Forces and Cannabis industry veteran who brings a decade of business and real estate development experience to the organization.
Mr. Larry Bortles is a seasoned professional with vast experience in management, real estate development, financial and analytical modelling and the raising of finance. He has been involved in the creation of innovative computer based real estate investment analysis software and in the management and development of real estate projects in both Canada and the USA. He has a MBA from Harvard University in the USA.
The Company thanks Mr. Gerry Goldberg and Mr. Brad Rogers for their service as directors. Mr. Gerry Goldberg will continue to act as the Interim CEO.
The board of directors has also repealed the Company’s current by-laws and enacted new by-laws which include an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the “By-Law Amendment“).
The advance notice requirement fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Secretary of the Company prior to any annual meeting of shareholders (or any special meeting of shareholders if one of the purposes for which the special meeting is called is the election of one or more directors) and sets forth the specific information that a nominating shareholder must include in the written notice to the Secretary of the Company for a nomination to be valid.
The board of directors understands that including an advance notice requirement in the Company’s by-laws is consistent with an emerging corporate governance trend among Canadian issuers. The board of directors and management believe that the By-Law Amendment provides shareholders, directors and management with a transparent, structured and fair framework for nominating directors. In addition, the board of directors and management believe that the advance notice requirement will facilitate an orderly and efficient annual or special meeting process, ensure that all shareholders receive adequate notice and information concerning nominees and provide shareholders reasonable time for appropriate deliberation in advance of the meeting.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (other than an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
Notwithstanding the foregoing requirements, the board of directors may, in its sole discretion, waive any of the requirements.
The By-Law Amendment is effective as of January 24, 2017 and will be placed before shareholders for ratification at the next annual and special meeting of shareholders of the Company. A copy of the By-Law Amendment will be filed under the Company’s profile at www.sedar.com.
The By-Law Amendment is in effect until it is confirmed, confirmed as amended or rejected by shareholders at the meeting and, if the By-Law Amendment is confirmed at the meeting, it will continue in effect in the form in which it was so confirmed.
Canada House Wellness Group Inc.
Canada House is the parent company of Marijuana for Trauma, The Longevity Project Corp, and Abba Medix Corp. The Company’s goal is to become a marketplace leader through strategic partnerships, mergers, and acquisitions to create a fully integrated medical cannabis marketplace. For more information please visit www.abbamedix.com, www.mftgroup.ca and www.plantsnotpills.ca.
Canada House Wellness Group Inc.
Interim Chief Executive Officer