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Cannsun Announces Results of Special Meeting

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Tags: #Biotechnology, #MedicinalMarijuana, #Bioceuticals, #Cannabis



Vancouver, British Columbia - TheNewswire - Feb 18, 2020 - Cannsun Medhel Bioscience Ltd. ("Cannsun" or the "Company") is pleased to announce that all of the resolutions put forward at its special meeting (the "Meeting") of shareholders of the Company held in Vancouver, British Columbia on February 14, 2020 were approved.

The shareholders passed a special resolution approving (i) the reduction of the Company's capital (the "Reduction of Capital") by an amount equal to the value of the Irish CannSun Shares (as defined herein) that may be distributed to the Company's shareholders and (ii) the distribution of all of the Irish Cannsun Shares held by the Company to its shareholders as of a record date to be determined by the Company's board of directors, pro rata, (the "Return of Capital"). For more information, see the Company's information circular dated January 8, 2020.

The Company entered into an asset purchase and assignment agreement (the "Asset Purchase Agreement") on January 15, 2020, as amended on February 14, 2020, with its wholly-owned subsidiary, Cannsun Medhel Group Public Liability Company ("Irish Cannsun") pursuant to which the Company agreed to sell to Irish Cannsun the following assets (the "Transaction") in consideration for approximately 13,989,004 ordinary shares in the capital of Irish Cannsun (the "Irish Cannsun Transaction Shares"):

  1. (a)Euro70,969.12 (or CDN$103,174.91 based on an exchange rate as of January 15, 2020 of CDN$1 = Euro1.4538)

  2. (b)certain loan receivables of the Company with an aggregate value (including accrued interest to January 15, 2020) of CDN$303,569.37 (based on exchange rates as of January 15, 2020 of CDN$1 = Euro1.4538).

The Irish Cannsun Transaction Shares issued to Cannsun pursuant to the Transaction and the one ordinary share in the capital of Irish Cannsun will constitute all of the issued and outstanding shares of Irish Cannsun (the "Irish Cannsun Shares") at the time of closing of the Transaction.

After the Meeting, the Company's directors resolved to set the record date for the Return of Capital as February 14, 2020. Pursuant to the Reduction of Capital and the Return of Capital, shareholders of the Company will receive 0.1999 ordinary shares of Irish Cannsun for each common share of Cannsun held.

No fractional Irish Cannsun Shares will be distributed under the Return of Capital and no consideration will be paid in lieu thereof. Any fractional Irish Cannsun Shares that persons would otherwise be entitled to receive will be rounded down to the nearest whole number. The balance of Irish Cannsun Shares not distributed to shareholders as a result of such rounding down will not be distributed under the Return of Capital and will continue to be held by the Company.

About the Company

Cannsun Medhel Bioscience Ltd. is a diversified company that currently has stable oil production through operations in southeastern Saskatchewan as well as European and African interests in the health/pharmaceutical industry.

ON BEHALF OF THE BOARD

"Lewis Dillman"

Lewis Dillman
CEO and Director

Cautionary Statements regarding Forward-Looking Information:

Certain statements contained in this press release constitute forward-looking information as defined by law including without limitation Canadian securities laws and the "safe harbor" provisions of the US Private Securities Litigation Reform Act of 1995 ("forward-looking statements"). These forward-looking statements relate to future events or future performance, including the Reduction of Capital and the Return of Capital. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

Copyright (c) 2020 TheNewswire - All rights reserved.

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