Planet Enters into Definitive Agreement For Going Private Transaction

Tickers: XTSX:PHL.H, XOTC:POHEF, PINX:POHEF
Tags: #Finance, #Mining

Calgary, Alberta – TheNewswire – April 14, 2020 – Mr. David D. Heighington, a Director of Planet Health Corp. (the “Corporation” or “Planet“) (TSXV:PHL.H), announces that further to the Corporation’s news release dated April 8, 2020, the Corporation announces that it has entered into an arrangement agreement dated April 14, 2020 (the “Arrangement Agreement“) with 2255820 Alberta Ltd, (the “Purchaser“) a company partially owned and controlled by
Ronald J. Francisco, the President and Chief Executive Officer of the Corporation, whereby the Corporation will effect a going private transaction through a statutory plan of arrangement under Section 193(1) of the Business Corporations Act (Alberta) (the “Arrangement“). Approximately 86.08% of the common shares of Planet are held by Mr. Francisco indirectly through various companies which are wholly or partially owned and controlled by him (the “Non- Participating Shareholders“). Pursuant to the Arrangement Agreement, the Purchaser will acquire the remaining 13.92% of the common shares held by public shareholders.

If the Arrangement is approved, all of the Corporation’s common shares not held by Non-Participating Shareholders will be acquired by the Purchaser at a price of $0.20 per common share (the “Consideration“). Following completion of the Arrangement, Planet will apply to have its common shares delisted from the
TSX Venture Exchange and it will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it currently reports.

The Non-Participating Shareholders will not participate in the Arrangement.

The Arrangement is subject to court approval and shareholder approval. A special meeting of shareholders of the Corporation, to be held in person or as a virtual meeting, is expected to be held in mid-June, 2020 (the “Meeting“), at which the Arrangement must be approved by 2/3rds of the voting common shares and by the approval of a majority of the votes cast by minority shareholders at the Meeting pursuant to the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI-61-101“). The precise timing and style of the Meeting may be affected by court closures and social distancing restrictions due to
the Covig-19 pandemic. Further details will be provided in a future news release. The votes of the Purchaser and
Non-Participating Shareholders will be included in the 2/3rds corporate approval but not in the approval by the “majority of the minority” pursuant to MI 61-101. If approved at the Meeting, Planet expects the Arrangement to be effective on or before June 30, 2020 (the “Effective Date“).

The Board has received a valuation from chartered business valuators, Evans & Evans, Inc. (the “Valuation“) in connection with the Arrangement. On the basis of its review, including the Valuation which concluded the value of the Corporation and its common shares to be Nil, the independent members of the Board has unanimously resolved to recommend to holders of the Planet common shares to vote in favor of the Arrangement. The Valuation of the Consideration to the Public Shareholders will be included in Planet’s management information circular for the Meeting, a copy of which will be mailed to each Planet shareholder and will also be available under Planet’s profile at www.sedar.com.

The Arrangement is subject to the following conditions:

1. (i)dissent rights not being exercised with respect to more than 5% of Planet Shares;

1. (ii)Non-Participating Shareholders entering into release agreements with Planet and the Purchaser;

1. (iii)court and Planet shareholder approval; and

1. (iv)completion by June 30, 2020.

Planet cannot access the public markets to raise money due to dire condition of global equity markets and the shares of the Corporation are thinly traded. The going private transaction will also eliminate the burden of continuing as a reporting issuer, which has been indirectly funded by loans to Planet from Mr. Francisco since 2012 totaling $654,564. Under applicable securities laws a broad range of regulatory obligations are imposed on companies, such as Planet, with public shareholders, including the provision of quarterly financial statements and information to shareholders, mandatory solicitation of proxies for annual meetings, increased insurance costs, transfer agent and stock exchange fees and compliance cost, and shareholder communication costs. These regulatory requirements necessitate the employment of independent accountants, financial consultants, printers, lawyers and other skilled personnel. Planet believes that the present and anticipated time and costs entailed in meeting the additional disclosure and other regulatory obligations to which public companies are subject cannot be justified in view of Planet’s present business strategy, including it having a limited number of public shareholders. and the fact that Mr. Francisco has been the sole source of funding for many years and no longer wishes to lend further money to Planet.

For further information please contact:

For further information, please contact:

Planet Health Corp.

David D. Heighington, Director

Suite 1150, 707 – 7 Avenue SW

Calgary, Alberta T2P 3H6

Phone: (403) 237-0018

TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Information Forward-looking statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as “believes”, “may”, “likely”, “plans”, or similar words. Forward- looking statements included in this news release include statements with respect to (i) the Corporation’s plan to not have any Public Shareholders; (ii) the Corporation’s plan to de-list from the TSX Venture Exchange; (iii) the Corporation’s plan to apply to cease being a reporting issuer; (iv) expectations regarding the Consideration to be paid to the Public Shareholders; and (v) expectations about the Transaction’s Effective Date. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Transaction is subject to several conditions including (i) completion of financing by the Purchaser; (ii) dissent rights not being exercised with respect to more than 5% of the Planet Shares; (iii) Non-Participating Shareholders entering into release agreements with Planet and the Purchaser; (iv) court and Planet shareholder approval; and (v) completion of the Transaction by June 30, 2020.

There is no guarantee all of these conditions will be satisfied. If any of the conditions to the Transaction are not satisfied, the Transaction may not be completed. Readers should not assume that any or all of the conditions will be met or that the Transaction will be completed by the target date. Readers are cautioned that the assumptions used in the preparation, may prove to be imprecise and, as such, undue reliance should not be placed on the forward-looking statements. The Corporation does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.

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