The Board of Directors of the Resulting Issuer will initially consist of seven directors, five of which shall be nominated by the Target and two of which shall be nominated by Adira. Management following the Completion of the Transaction Such funds will be available as working capital for the Resulting Issuer. In addition, the Target will complete a financing to close concurrently with the completion of the Transaction whereby net proceeds of at least $2,400,000 are raised. On closing of the Transaction, it is expected that current shareholders of Adira will own 10% of the Resulting Issuer, while the current shareholders of the Target will own the remaining 90%. The Transaction is subject to a number of conditions typical in a transaction of this nature, including without limitation, the approval by at least 66 2/3% of the votes cast by Adira shareholders at a special meeting of Adira shareholders to approve the Transaction and the approval of the TSXV. THCF Access Points is an Oregon corporation that intends to obtain medical dispensary licenses. THCC harvested an existing inventory of cannabis in both states in the autumn of 2015. THCC owns and leases real estate on which they grow cannabis with state licenses in both Oregon and Washington. THCC's business is the production, processing and branding of products made from cannabis and hemp. The Hemp & Cannabis Company (" THCC") includes SMAART Inc., both Oregon corporations. EHC and its predecessors have spent over US$2,000,000 to fund state-licensed medical marijuana cultivation and to change marijuana laws in Oregon, and another $2,000,000 advertising THCF Medical Clinics since 2003. EHC has further helped patients in other states to obtain an Oregon medical marijuana permit. EHC has helped patients receive medical marijuana permits in Oregon, Washington, Hawaii, California, Colorado, Nevada, Michigan, Montana and Arizona. Paul Stanford in 1999 employing medical doctors to assist patients to obtain their state's medical marijuana permits. EHC and these predecessors were started by D. EHC has over 200,000 patient records, including those of its predecessor entities, The Hemp & Cannabis Foundation Medical Clinics, also known as THCF Medical Clinics, and Presto Quality Care Corp. of Vancouver, BC (controlled by Talal Yassin) that owns a Nevada, USA subsidiary, SMAART Holdings Corp., which in turn owns the following subsidiaries:Įmpower Healthcare Corporation (" EHC") is an Oregon based corporation that provides physician services to patients across the USA. Paul Stanford of Oregon and TY & Sons Investments Inc. is a British Columbia based corporation owned by D. (the " Target") are pleased to announce that Adira, the Target and the shareholders of the Target have entered into a letter of intent dated Novem(the " LOI") pursuant to which the Target and Adira will complete a transaction (the " Transaction"), pursuant to which the resulting corporation (the " Resulting Issuer") will continue to be listed on the TSX Venture Exchange (the " TSXV"). ("Adira") (TSX VENTURE:ADL) and SMAART Holdings Inc. TORONTO, ONTARIO-(Marketwired - Nov 9, 2015) - Adira Energy Ltd.