TORONTO – Humble & Fume Inc. and its subsidiaries Humble & Fume Inc. (Manitoba), P.W.F. Holdco, Inc., Windship Trading LLC, B.O.B. Headquarters Inc., Fume Labs Inc., and Humble Cannabis Solutions Inc. announce that they were granted two Approval and Vesting Orders on March 7, 2024 by the Ontario Superior Court of Justice (Commercial List) under the Companies’ Creditors Arrangement Act (the “CCAA”).
The Vesting Orders were granted in connection with the Humble Group’s sale and investment solicitation process (the “SISP”) conducted under the Company’s previously announced proceedings (“CCAA Proceedings”) commenced in the Court under the CCAA. On January 23, 2024, the Company and 1000760498 Ontario Inc. (the “Purchaser”), entered into a stalking-horse agreement which was amended and restated on March 5, 2024, pursuant to which the Purchaser has agreed to purchase the shares of the Company and the shares of B.O.B. Headquarters Inc. (as further described below) in exchange for the assumption, by the Purchaser, of certain of the Humble Group’s secured debt. On January 24, 2024, the Court approved the Stalking Horse Agreement for the purpose of acting as a stalking horse bid in the SISP.
The Humble Group and its Court-appointed monitor, Deloitte Restructuring Inc. conducted the SISP, which concluded on February 23, 2024. The Monitor, in consultation with the Humble Group, reviewed the bids submitted in the SISP and determined that the Stalking Horse Agreement provided the best outcome for the Humble Group’s stakeholders.
On March 7, 2024 the Court approved the Stalking Horse Agreement, as amended, and granted the Vesting Orders. The Vesting Orders approve the Stalking Horse Agreement and the Transaction noted therein, including, among other things: (a) the transfer of all of the issued and outstanding shares of B.O.B. Headquarters Inc. to the Purchaser; and (b) the sale and issuance by the Company of 100,000,000,000 Common Shares to the Purchaser and the termination and cancellation of all capital shares, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities of the Company other than the Purchased Shares. A copy of the Vesting Orders is available at the Monitors website.
The Transaction constitutes a “business combination” under MI 61-101 pursuant to which a related party of the Company will acquire the Humble Group. However, the Transaction is exempt from the formal valuation requirements set out in MI 61-101 as at the time of the transaction, the securities of the Company were not listed or quoted on one of the exchanges or markets specifically identified in MI 61-101. The Company did not seek minority shareholder approval for the Transaction as the Court waived any requirements for shareholder approval under the Vesting Orders.
Relevant court materials, including the Vesting Orders and the Stalking Horse Agreement, will be available on the Monitor’s website.
About Humble & Fume Inc.
Humble is a leading North American distributor of cannabis accessories, supported by a customer-centric sales team and a strong fulfillment infrastructure. Humble bridges the gap for retailers, multi-state operators, and cannabis consumers to maximize sales penetration, and increase financial performance. With over 20 years of North American operating experience, Humble has cultivated extensive vendor and customer relationships, distributing premium cannabis consumption devices.
Forward-Looking Information and Statement
This news release contains “forward-looking information” within the meaning of applicable securities laws. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “contemplates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements in this release include statements regarding the CCAA Proceedings and the Transaction, including the closing of the Transaction. 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. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such forward-looking statements will occur as described herein. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law. Readers are encouraged to refer to the Company’s disclosure available on its SEDAR profile (at www.sedarplus.com) for information as to the risks and other factors which may affect the Company’s business objectives and strategic plans.
For further information
A copy of the Initial Order, the Vesting Orders and other information relating to the CCAA Proceedings will be available on the Monitor’s website at www.insolvencies.deloitte.ca/humble. Additional enquiries for the Monitor may be directed to Deloitte Restructuring Inc., in its capacity as Court-appointed monitor of the Humble Group.
