Red Light Holland Announces Filament Health Obtains Interim Order for Proposed Arrangement

Executive Summary

• The British Columbia Supreme Court issued an interim order allowing Filament Health to convene a special shareholders’ meeting on April 24, 2026 to vote on the proposed plan of arrangement with Red Light Holland.
• Filament’s Board unanimously recommends that shareholders vote FOR the arrangement, stating it is in the best interests of shareholders and the consideration is fair.
• Completion of the transaction remains subject to customary closing conditions, including court and regulatory approvals and the required shareholder voting thresholds.

Key Details

• Interim Order: Authorizes Filament Health to call, hold and conduct an annual general and special meeting of its shareholders on April 24, 2026 at 8:00 a.m. (Vancouver time).
• Meeting Location: Fasken Martineau DuMoulin LLP, 550 Burrard Street, Suite 2900, Vancouver, BC V6C 0A3.
• Shareholder Eligibility: Filament shareholders of record as of close of business on March 2, 2026 are entitled to vote.
• Meeting Materials: Notice of meeting, management information circular, letter of transmittal and related documents will be mailed to shareholders and posted on SEDAR+ and Filament’s website concurrently.
• Board Recommendation: Filament Board, after consulting financial and legal advisors, unanimously recommends a “FOR” vote on the arrangement, deeming it in shareholders’ best interests with fair consideration.
• Voting Requirements: Approval requires (i) at least two‑thirds of votes cast by shareholders present in person or by proxy, and (ii) a simple majority of votes cast, excluding any votes that must be excluded to obtain “minority approval” under MI 61‑101.
• Closing Conditions: Subject to customary conditions including court approval, regulatory approvals, and satisfaction of the voting thresholds described above.
• Strategic Rationale (CEO Quote): Todd Shapiro, CEO & Director of Red Light Holland, stated the parties are “highly engaged and aligned” as they move toward completing the strategic combination.

Notable Quotes

“We are very pleased to have reached this stage in the process,” said Todd Shapiro, CEO and Director of Red Light Holland. “Both teams remain highly engaged and aligned as we work toward completing this strategic combination.”