Larose Announces Approval and Closing of Plan of Arrangement

Vancouver, British Columbia–(Newsfile Corp. – April 1, 2021) –  Larose Ventures Ltd. (the “Company” or “Larose“) and 1290439 B.C. Ltd. (“439“), 1290442 B.C. Ltd. (“442“), 1290447 B.C. Ltd. (“447“), 1290448 B.C. Ltd. (“448“), 1290451 B.C. Ltd. (“451“), 1290457 B.C. Ltd. (“457” and together with 439, 442, 447, 448 and 451, the “Spinout Entities“) are pleased to announce that the previously announced spin-out of the Spinout Entities by a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) has been completed. The Arrangement was approved by the unanimous written consent of the shareholders of the Company. The Company obtained the final order approving the Arrangement from the Supreme Court of British Columbia on March 26, 2021 and the Arrangement closed and became effective on April 1, 2021.

Pursuant to the Arrangement, shareholders of Larose as of the close of business on the record date of March 8, 2021 received one half of one common share of each of the Spinout Entities for every common share of Larose that they held as of March 8, 2021.

As a result of the Arrangement, each of Jennifer Goldman (“Goldman“) of Ontario, and BC based L5 Capital Inc. (“L5“) has ownership and control over 500,000 common shares of each of the Spinout Entities. None of the Company, the Spinout Entities, or to the knowledge of the Company or the Spinout Entities after reasonable enquiry, Goldman or L5, have knowledge of any material information concerning the Company or any of the Spinout Entities or the respective securities of each, which has not been generally disclosed.

For further information, shareholders of Larose and the Spinout Entities should refer to the Company’s management information circular dated March 8, 2021, a copy of which is available under the Company’s profile on SEDAR at www.sedar.com, which more fully sets forth the terms of the Arrangement, including each of the transactions under the Arrangement.

Goldman and L5 have individually acquired the above-noted common securities for investment purposes. Independently, Goldman and L5 may in the future take such actions in respect of its holdings in the Spinout Entities as they may deem appropriate in light of the circumstances then existing, including the purchase of additional securities of any of the Spinout Entities through open market purchases or privately negotiated transactions or the sale of all or a portion of their individual holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities law.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires reports to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which reports will contain additional information with respect to the foregoing matters (the “Early Warning Reports“). Copies of the Early Warning Reports may be obtained by contacting the applicable Spinout Entity, and will also be filed on SEDAR under the applicable Spinout Entity’s profile at www.sedar.com.

For more information, please contact the Company or any of the Spinout Entities at (416) 710-4906 or email: mlerner10@gmail.com.

On Behalf of the Board of Directors of Larose and each of the Spinout Entities.

Michael Lerner
Director

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements contained herein, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include: the risk of the Company not obtaining court or shareholder approval, market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company does not assume any obligation to update any forward-looking statements.

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