NEW YORK and TORONTO – iAnthus Capital Holdings Inc. provided an update about the previously disclosed legal proceedings involving Ninth Square Capital Corporation. Ninth Square served a statement of claim on August 8, 2019 against iAnthus, MPX Bioceutical ULC (“MPX ULC”), a wholly-owned subsidiary of iAnthus, and MPX International Corporation (“MPXI”) before the Ontario Superior Court of Justice, seeking damages for alleged oppressive conduct relating to an arrangement between iAnthus and MPX Bioceutical Corporation, the predecessor of MPX ULC (such claim, together with all related and consolidated actions, the “Consolidated Claims”).
On December 3, 2024, iAnthus entered into a settlement agreement with Ninth Square and the other parties to the litigation, pursuant to which the parties thereto agreed to settle the Consolidated Claims on terms that provide for, among other things, the issuance of 5,000,000 common shares of iAnthus to Ninth Square, at a deemed price of C$0.01 per Share.
The settlement agreement contains no admission of wrongdoing or liability by iAnthus, MPX ULC nor any of the other defendants, and iAnthus and MPX ULC continue to vigorously dispute and contest the allegations made in the Consolidated Claims.
The Shares will be issued pursuant to a prospectus exemption under Canadian securities laws (with no applicable hold period) and pursuant to an exemption from the registration requirements under the United States Securities Act of 1933, as amended provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act. The Shares have not been, nor will they be, registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Shares will be issued as “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act. This news release will not constitute an offer to sell or the solicitation of an offer to buy the Shares or any other securities, nor shall there be any sale of the Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About iAnthus
iAnthus owns and operates licensed cannabis cultivation, processing and dispensary facilities throughout the United States.
