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Toronto, Ontario–(Newsfile Corp. – April 14, 2023) – High Fusion Inc. (CSE: FUZN) (“High fusion” or the “company“)High Fusion wishes to announce that it has filed a supplement (“Supplement“) to the Management Information Circular dated March 15, 2023 (“Circular“), which was filed on SEDAR on March 20, 2023. The circular sets forth a form for the new articles (the “New articles“) to be adopted as a result of the proposed continuation of High Fusion (the “Continuation“) from Canada under Canada Business Corporations Act to British Columbia under Business Enterprises Act (British Columbia). If the Continuation is approved by High Fusion Shareholders, the New Articles of Association allow certain matters to be approved by board resolution or by shareholder resolution. The addendum proposes to add a provision to the form of the notice of articles included in the circular as Schedule “F” that would allow the Board of Directors of High Fusion (“Board of Directors“) to subdivide or consolidate all or any of its unissued or fully paid issued shares of High Fusion by resolution of the Board of Directors or by general stockholder resolution as determined by the Board of Directors. High Fusion’s management believes that the addition of this Provision will increase the High Fusion’s flexibility and competitiveness in the marketplace and, if such actions as proposed in the new articles are deemed appropriate in the circumstances, make High Fusion’s securities more attractive to a wider audience of potential investors, resulting in a more efficient market for the High Fusion shares.
High Fusion stockholders are urged to read the important information contained in the circular previously distributed to stockholders and High Fusion’s press release dated March 21, 2023, both of which are available on High Fusion’s SEDAR profile at www.sedar.com, as well as Addendum, which will also be available on High Fusion’s SEDAR profile. Except as expressly set forth in the Addendum, the Circular remains unchanged from the version sent to the High Fusion stockholders and previously filed on SEDAR. There are no changes to the previously issued notice of the general meeting and associated form of proxy.
Pursuant to the terms of the Amended and Restated Settlement Agreement (“Event agreement“) dated February 24, 2023, the approval of the continuance is a condition to the completion of the plan of arrangement to effect the spin-off of Neural Therapeutics Inc. (“Neural“) as described in more detail in the Circular.
The board is convinced that the change described in the addendum is in the interests of High Fusion and its shareholders. The board reaffirmed its recommendation that the shareholders vote FOR the Continuation resolution and FOR the Arrangement resolution at the general meeting.
The form of proxy sent with the circular will remain valid for use at the meeting and no new form of proxy will be supplied with the addendum. High Fusion Shareholders who have already submitted a proxy or voting instruction and do not wish to change their vote do not need to take any further action in connection with the meeting. Shareholders wishing to change their vote are referred to “Appointment of proxies and revocation of proxies” in the circular.
About High Fusion Inc.
High Fusion Inc. (formerly Nutritional High International Inc.) is focused on developing and manufacturing branded products in the cannabis industry with a specific focus on flowers, pre-rolls, vapes, edibles and oil extracts for medical and adult recreational use. The company operates and controls licenses in California.
High Fusion has manufacturing, retail and growth operations in California through the acquisition of OutCo’s business. The company’s core portfolio includes the recently acquired OutCo and Thrive brands.
For updates on company activities and highlights of company press releases and other media coverage, please visit www.high-fusion.com.
For further information please contact:
High Fusion Inc.
Bill Gillespie, CEO
(888) 262 4645
Caution Regarding Forward-Looking Information:
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC. NOR THEIR REGULATORY SERVICE PROVIDERS HAVE REVIEWED OR ACCEPTED 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 sale of the Colorado property and statements regarding the development of the Company’s business. 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 could cause actual results, performance or performance to differ materially from those implied by such statements. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions that the Company believes to be reasonable. These assumptions include, but are not limited to: the Company’s ability to successfully execute its business plans and legal changes related to the cannabis industry progressing as expected.
The Company’s securities have not been registered under the US Securities Act of 1933, as amended (the “US 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 “US Persons” as such term is defined in Regulation S under the US Securities Act, failure to register 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 where such offer, solicitation or sale would be unlawful.
In addition, there are known and unknown risk factors that could cause the Company’s actual results, performance or performance to differ materially from any future results, performance or performance 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 of securities; the actual results of the Company’s future operations; competition; changes in legislation affecting the Company; obtaining and maintaining regulatory approvals, including obtaining and renewing US state, local or other licenses, the uncertainty of existing protections from US federal or other prosecution, regulatory or policy changes such as changes in applicable laws and regulations, including US state law legalization, market and general economic conditions in the cannabis sector or otherwise; the timing and availability of external financing on acceptable terms; lack of qualified, skilled labor or loss of key personnel; risks related to the COVID-19 pandemic, including various recommendations, orders and measures by government authorities to try to contain the pandemic, including travel restrictions, border closures, non-essential business closures, service interruptions, quarantines, self-isolations, shelters-in-place and social distancing , disruptions to markets, economic activity, financing, supply chains and sales channels and a deterioration in general economic conditions, including a possible national or global recession; and a deterioration of the financial markets, which may limit the Company’s ability to obtain external financing.
ONE Description of additional risk factors that could cause actual results to differ materially from forward-looking information can be found in the company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company 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 expected, 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 on which they are placed will occur. Such information, even if believed to be 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 company’s expectations as of the date of this press release and, accordingly, may change after that date. However, the Company 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 laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/162547