Zenabis Obtains Shareholder Approval for Arrangement With HEXO Corp.

VANCOUVER, BC, May 13, 2021 /CNW/ - Zenabis Global Inc. (TSX: ZENA) ("Zenabis" or the "Company") is pleased to announce that, at the special meeting (the "Meeting") of shareholders of the Company ("Company Shareholders") held earlier today, Company Shareholders approved the proposed plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) with HEXO Corp. (TSX:HEXO; NYSE:HEXO) ("HEXO"), which was originally announced on February 16, 2021 (the "Arrangement").

At the Meeting, Company Shareholders passed a special resolution (the "Arrangement Resolution") approving the Arrangement, pursuant to which, among other things and subject to the satisfaction (or waiver) of all applicable conditions precedent, HEXO will acquire all of the issued and outstanding common shares of the Company (the "Company Shares") in exchange for 0.01772 of a common share of HEXO for each Company Share. Company Shareholders also passed an ordinary resolution (the "HEXO Debenture Conversion Resolution") approving, if applicable and required, the issuance of more than 213,260,324 Company Shares upon the conversion of a $19,500,000 unsecured convertible debenture issued by the Company and dated as of February 16, 2021.

The total number of Company Shares represented by Company Shareholders present in person or represented by proxy at the Meeting was 354,853,538, representing approximately 39.04% of the issued and outstanding Company Shares as at April 7, 2021, the record date for the Meeting.

The Arrangement Resolution and the HEXO Debenture Conversion Resolution required approval by 66²/₃% and a majority, respectively, of the votes cast by Company Shareholders present in person or represented by proxy at the Meeting. Details on the voting results at the Meeting are as follows:

Resolution	Votes For	% Votes For	Votes Against	% Votes Against
Arrangement Resolution	347,379,154	97.9%	7,474,384	2.1%
HEXO Debenture Conversion Resolution	342,281,880	96.5%	12,571,658	3.5%

A report of voting results will be filed under the Company's profile on SEDAR at www.sedar.com.

Approval of the Arrangement Resolution was a condition precedent to the completion of the Arrangement. Completion of the Arrangement remains conditional upon approval of the Supreme Court of British Columbia (the "Court") and certain other customary closing conditions. The application for the final order from the Court is anticipated to be heard on May 18, 2021. Closing of the Arrangement is expected to occur on or about June 1, 2021, subject to the satisfaction or waiver of all applicable conditions precedent.

Further information regarding the Arrangement is set out in the management information circular of the Company dated April 9, 2021, a copy of which is available under the Company's profile on SEDAR at www.sedar.com.

About Zenabis

Zenabis is a significant Canadian licensed cultivator of medical and recreational cannabis. Zenabis employs staff coast-to-coast, across facilities in Atholville, New Brunswick; Langley, British Columbia; and Stellarton, Nova Scotia. Zenabis currently has 111,200 kg of licensed cannabis cultivation space across three licensed facilities in Canada, together with its cannabis import, export and processing joint venture, ZenPharm, operating from Birżebbuġa, Malta.

For more information, visit: https://www.zenabis.com.

SOURCE Zenabis Global Inc.

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