1CM Announces Results of Shareholder Meeting

Rhea-AI Summary

1CM Inc. (MILFF) announced the results of its annual and special shareholder meeting where all proposed resolutions were unanimously approved. Key approvals include the election of Tanvi Bhandari, Lucas Leone, and Rupalee Mehta as directors, reappointment of Clearhouse LLP as auditor, and notably, the plan for SNDL Inc. to acquire 32 cannabis retail stores operating under Cost Cannabis and T Cannabis brands across Ontario, Alberta, and Saskatchewan. The arrangement received 100% approval from voting shareholders, representing 60,181,613 shares. The company plans to seek final court approval on June 18, 2025, with transaction completion expected in Q3 2025. Shareholders also approved a return of capital plan, which will distribute approximately half of the gross proceeds from the SNDL acquisition.

Positive

• Unanimous shareholder approval (100% of votes) for all resolutions including the SNDL acquisition
• Strategic sale of 32 cannabis retail stores across three provinces
• Shareholders to receive approximately 50% of acquisition proceeds as return of capital

Negative

• Company is divesting significant retail assets through the sale
• Transaction still subject to court and regulatory approvals
• Exact amount of return of capital not yet determined

Toronto, Ontario--(Newsfile Corp. - June 16, 2025) -  1CM Inc. (CSE: EPIC) (OTCQB: MILFF) (FSE: IQ70) ("1CM" or the "Company") is pleased to announce the results of its annual and special meeting (the "Meeting") of its shareholders (the "Shareholders").

At the Meeting, the Shareholders approved all resolutions placed before them by management as set out in the Company's management information circular dated May 12, 2025, including: (i) the election of Tanvi Bhandari, Lucas Leone and Rupalee Mehta as directors of the Company; (ii) the re-appointment of Clearhouse LLP as auditor of the Company; (iii) the re-approval of the Company's stock option plan; (iv) the ratification of certain past acts by the Company; (v) the previously announced plan of arrangement pursuant to which, among other things, SNDL Inc. will acquire 32 cannabis retail stores operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the "Arrangement"); and (vi) the return of capital to Shareholders, which 1CM intends to complete with a portion of the proceeds from the Arrangement (the "Return of Capital").

Of the votes cast at the Meeting with respect to the Arrangement, a total of 60,181,613 common shares in the capital of the Company (the "Shares") were voted in favour of the resolution approving the Arrangement, representing 100% of the votes cast on the matter. With respect to the Return of Capital, a total of 60,181,613 Shares were voted in favour of the resolution approving the Return of Capital, representing 100% of the votes cast on the matter.

The Company intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) (the "Court") to approve the Arrangement at a hearing expected to be held on June 18, 2025. Completion of the Arrangement remains subject to the satisfaction of certain closing conditions, including Court approval and certain outstanding regulatory approvals. Subject to the satisfaction or waiver of all of the conditions to the closing of the Arrangement, the Arrangement is expected to be completed in the third quarter of 2025.

It is currently anticipated that the Return of Capital will be for an aggregate amount of approximately half of the gross proceeds to be received by 1CM at closing of the Arrangement. The approved resolution with respect to the Return of Capital authorizes the Company to make the Return of Capital, however declaration and payment of the Return of Capital remains conditional on the closing of the Arrangement and the Company's board of directors formally declaring the Return of Capital and setting a record date and payment date therefor.

Further announcements with respect to the Return of Capital are expected to be made following closing of the Arrangement.

About 1CM Inc.

1CM Inc. is a retailer of cannabis and liquor in Canada with a track record of developing cash-flow positive locations. Following closing of the Arrangement, 1CM expects to continue to develop new cannabis and liquor retail locations through organic growth and by way of future merger and acquisition transactions. For more information, please visit www.1CMinc.com.

For more information, please contact:

Harshil Chovatiya
1CM Inc.
Tel: (717) 888-8889
info@1cminc.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Certain information set forth in this news release may contain certain "forward-looking statements" within the meaning of applicable securities law ("Forward-looking statements"), including, but not limited to, statements regarding the timing for the date of the Court hearing, timing and amount for the Return of Capital, and closing of the Arrangement. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "likely", "outlook", "forecast", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Please the risk factors discussed in the management information circular of 1CM dated May 12, 2025 and in 1CM's annual and quarterly management's discussion and analysis, for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking information. 1CM is not under any obligation and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255732

FAQ

What did shareholders approve at the 1CM (MILFF) annual meeting?

Shareholders approved all resolutions including the election of new directors, reappointment of auditors, stock option plan, and most importantly, the sale of 32 cannabis retail stores to SNDL Inc. and a return of capital plan.

How many cannabis stores is SNDL acquiring from 1CM?

SNDL is acquiring 32 cannabis retail stores operating under the Cost Cannabis and T Cannabis banners across Ontario, Alberta, and Saskatchewan.

When is the SNDL-1CM transaction expected to close?

The transaction is expected to close in the third quarter of 2025, subject to court approval on June 18, 2025, and other regulatory approvals.

How much will 1CM shareholders receive in the return of capital?

Shareholders will receive approximately half of the gross proceeds from the SNDL acquisition, with the exact amount to be determined and announced after the transaction closes.

What was the shareholder voting result for the SNDL acquisition?

The acquisition received unanimous approval with 60,181,613 shares voted in favor, representing 100% of the votes cast.