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Humble & Fume Inc. announces approval and vesting orders

(CNW) 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 (CCAA).

The Vesting Orders were granted in connection with the Humble Group’s sale and investment solicitation process conducted under the company’s previously announced proceedings commenced in the Court under the CCAA. On January 23, 2024, the company and 1000760498 Ontario Inc., 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.