On March 7, 2023 Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) ("Miravo" or the "Company") reported that, at today’s special meeting of shareholders (the "Meeting"), its shareholders ("Shareholders") voted in favour of a special resolution to approve the previously announced plan of arrangement (the "Arrangement") pursuant to which, among other things, Searchlight Pharma Inc. (the "Purchaser") will acquire all of the issued and outstanding shares of the Company (the "Company Shares") in exchange for cash consideration of $1.35 per Company Share, subject to the terms and conditions of an arrangement agreement dated December 22, 2022 (Press release, Nuvo Pharmaceuticals, MAR 7, 2023, View Source [SID1234628267]).

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The Arrangement required approval by: (i) at least two-thirds of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding the votes cast by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Of the votes cast with respect to the Arrangement, an aggregate of 4,160,856 Company Shares were voted in favour of the Arrangement, representing approximately 89.23% of the votes cast on the resolution. In addition, an aggregate of 3,547,374 Company Shares, representing approximately 87.60% of the votes cast on the resolution excluding votes attached to Company Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, were voted in favour of the Arrangement.

Completion of the Arrangement remains subject to court approval as well as other customary closing conditions. It is expected that the Company will apply for a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement on March 10, 2023. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on or around March 14, 2023. Following completion of the Arrangement, The Company will be de-listed from the TSX and applications will be made for the Company to cease to be a reporting issuer.

Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting, which were mailed to Shareholders and filed under the Company’s profile on SEDAR at www.sedar.com.