Red Light target Filament obtains interim order

Executive Summary

• Red Light Holland Corp. has obtained an interim order from the Supreme Court of British Columbia for its proposed statutory arrangement to acquire all issued and outstanding common shares of Filament Health Corp.
• The interim order authorizes Filament Health to hold an Annual General and Special Meeting on April 24, 2026, to vote on the arrangement.
• Filament’s board of directors unanimously recommends that shareholders vote in favor of the transaction, citing that the consideration is fair and in the best interests of shareholders.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Business Corporations Act (British Columbia) for Red Light Holland to acquire 100% of Filament Health.
• Court Approval: Supreme Court of British Columbia issued an interim order facilitating the process.
• Shareholder Meeting:
  • Date: April 24, 2026, at 8 a.m. (Vancouver time).
  • Location: Offices of Fasken Martineau DuMoulin LLP, 550 Burrard St., Suite 2900, Vancouver, B.C.
  • Record Date: March 2, 2026.
  • Materials: Notice of meeting, management information circular, and letter of transmittal will be mailed to shareholders and posted on SEDAR+ and Filament’s website.
• Voting Requirements: Completion is subject to:
  • Court approval.
  • Regulatory approval.
  • Approval of at least two-thirds of votes cast by Filament shareholders present in person or by proxy.
  • Simple majority of votes cast by Filament shareholders present in person or by proxy, excluding votes from shareholders whose votes must be excluded to obtain minority approval under Multilateral Instrument 61-101.
• Board Recommendation: Filament’s board unanimously recommends voting for the arrangement.
• Company Profiles:
  • Red Light Holland: Ontario-based company focused on legal psychedelic sector, R&D, psilocybin truffle sales in the Netherlands, and mushroom home grow kits.
  • Filament Health: Clinical-stage natural psychedelic drug development company with proprietary intellectual property for discovering and delivering natural psychedelic medicines.

Notable Quotes

• "We are very pleased to have reached this stage in the process," said Todd Shapiro, chief executive officer and director of Red Light. "Both teams remain highly engaged and aligned as we work toward completing this strategic combination."