Representative Matters

MediPharm Labs Corp. Completes Acquisition of VIVO Cannabis Inc.

In December 2022, MediPharm Labs Corp. (TSX:LABS) (“MediPharm”) and VIVO Cannabis Inc. (TSX:VIVO) (“VIVO”), two global leaders in the medical wellness cannabis industry, entered into a definitive arrangement agreement whereby MediPharm was slated to acquire all of the issued and outstanding shares of VIVO, in an all-equity business combination transaction under section 192 of the Canadian Business Corporations Act (the “Arrangement”).

Effective April 1, 2023, MediPharm and VIVO completed the Arrangement. As a result of the Arrangement, VIVO has become a wholly-owned subsidiary of MediPharm, and the common shares of VIVO (the “VIVO Shares”) are anticipated to be de-listed from the Toronto Stock Exchange on or about April 4, 2023.

VIVO shareholders are entitled to receive 0.2910 of a common share of MediPharm (“MediPharm Shares”) in exchange for each VIVO Share held immediately prior to closing of the Arrangement. In aggregate, MediPharm issued approximately 107,930,964 MediPharm Shares pursuant to the Arrangement to former VIVO shareholders as consideration for their VIVO Shares. The combined company is owned approximately 73.1% by former MediPharm shareholders and approximately 26.9% by former VIVO shareholders.

Aird & Berlis acted as legal counsel to MediPharm with a team led by Fiona Brown and comprising Adria Leung Lim, Jackson Phillips, Amy Marcen-Gaudaur and Meredith McCann (Capital Markets), Barbra Worndl (Tax), Steve Hundal (Intellectual Property), Mistrale Lepage-Chouinard (Financial Services), Michael Horvat and Dasha Peregoudova (Employment), and Annie Xie and Karlie Nordstrom (Articling Students).