CSE Bulletin: Remove from List – Thoughtful Brands Inc.
Under the terms of the letter of intent, TBI will consolidate its outstanding share capital on a fifty-to-one basis (the “Consolidation“) and will issue 78,400,000 post-consolidation common shares to existing FCC shareholders, valuing FCC at approximately $196,000,000. Following completion of the transaction, current TBI shareholders are expected to own approximately 10% of the merged company, the balance held by current FCC shareholders and subscribers as part of the financing carried out at the same time as the Transaction.
In connection with the Transaction, FCC intends to make a concurrent offering (the “Simultaneous offer“) of subscription receipts or common shares of FCC to raise a minimum of $10,000,000. It is expected that the concurrent offering will result in subscribers receiving one post-consolidation common share of TBI at a price of 2. $50 at closing regarding the structure of the concurrent offer will be available once finalized.
FINGERPRINT OF THE RESULTING TRANSMITTER
After completion of the Transaction, the Resulting Issuer, through its operating subsidiaries, will have two German medical cannabis distribution companies, a cannabis genetics subsidiary registered in Denmark, cultivation agreements and strategic sourcing across three continents, and a rapidly growing pharmaceutical distribution business with sales to over 18 countries combined with a high-revenue CBD e-commerce platform. Additionally, the resulting issuer will have a US-based CBD extraction facility. Together, TBI and FCC remain committed to building on the growing pharmaceutical distribution platform in Europe while expanding sales channels through its regulated medical cannabis business in Europe and consumer-focused CBD e-commerce division in North America and its expansion into Europe. Management believes that the assets of the combined companies are synergistic as they combine expertise and access to the two largest markets for medical cannabis and consumer CBD, namely the United States and Europe.
“Becoming a public company will give us increased visibility and access to capital, enabling us to execute our long-term strategy of continuing to grow our European medical cannabis and genetics businesses. Since our inception, we have built a portfolio of skills with our genetics, our cultivation, our distribution, and now we feel ready to firmly establish our global footprint in the sector.We also intend to act on opportunities to expand both our pharmaceutical distribution capabilities and our cannabis businesses, as well as potentially entering the U.S. adult market.” said FCC CEO Clifford Starke. “Our association with Thoughtful Brands accelerates our vision to have a presence in the United States, while giving us the opportunity to leverage their e-commerce expertise and consumer product portfolio in the growing European market. .”
“Over the past year, we have established a strong relationship with the Franchise management team as we worked on the European joint venture to grow our CBD e-commerce business. We have complementary expertise and Thoughtful Brands and Franchise share a mutual commitment to providing top-quality products with a superior customer experience to set us apart in the market,” said Ryan Hoggan, CEO of TBI. “We look forward to working with Franchise to combine our skills of base and drive growth in the United States and Europe.”
ABOUT THE TRANSACTION
The transaction constitutes a “fundamental change” for TBI under CSE policies. Pending completion of documents filed with the CSE in connection with the transaction, trading in TBI’s common stock has been halted at TBI’s request. It is expected that trading will remain on hold until the Transaction is completed.
Completion of the Transaction remains subject to a number of conditions, including, but not limited to: (i) negotiation of definitive documentation; (ii) receipt of all required regulatory approvals; (iii) TBI and FCC shareholder approval; (iv) completion of the Combination; and (v) the completion of the Concurrent Offering for gross proceeds of at least $10,000,000. The Transaction cannot be completed until these conditions are met. There can be no assurance that the transaction will be completed as proposed or at all.
Clifford Starke, director of TBI, is also CEO and director of FCC. Mr. Starke abstained from voting on matters relating to the approval of the letter of intent, and the transaction is not considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securities in Special Operations.
Further information regarding the transaction, including financial information for FCC, will be available in the registration statement being prepared by TBI for filing with the CSE. Once completed, a copy of the registration statement will be available for review under TBI’s profile on SEDAR (www.sedar.com).
Canaccord Genuity Corp. acted as financial advisor to FCC and its Board of Directors. Gowling WLG (Canada) LLP and Irwin Lowy LLP acted as FCC’s legal advisors. Fiore Management & Advisory Corp. acted as financial advisor to TBI and its Board of Directors. Cassels Brock & Blackwell LLP acted as legal counsel to TBI.
About Franchise Cannabis Corp.
Cannabis Corp Franchise is one of Europe’s leading medical cannabis companies and was the first company to receive an import and distribution license in Germany for medical cannabis. Franchise’s pharmaceutical distribution business is one of the largest exporters of prescription pharmaceuticals within the European Union, delivering to over 18 countries. Franchise has developed a core strength in proprietary genetics that has won 19 Cannabis Cups and has strategic cultivation and supply deals on three continents.
About Thoughtful Brands Inc.
Thoughtful Brands Inc. is an e-commerce technology company that researches, develops, markets and distributes natural health products, including the Nature’s Exclusive brand in North America.
Investor contact for Franchise Cannabis Corp:
Clifford Starke, Managing Director
Investor contact for Thoughtful Brands Inc.
Ryan Hoggan, General Manager
Media contact for Franchise Cannabis Corp.
The Canadian Securities Exchange has in no way passed on the merits of the transaction or the simultaneous offering and has neither approved nor disapproved of the contents of this press release.
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act. . of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or of the current state, but rather represent only the beliefs of TBI and FCC regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and beyond the control of TBI and FCC. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates”, “expects” or “does not expect”, “is expected”, ” budget”, “planned”, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions or may contain statements that certain actions, events or results “could”, “could”, “will”, “could” or “will be taken”, “will continue”, “will occur” or “will be achieved”. forward-looking statements contained herein may include, but are not limited to, information regarding the Transaction, expectations as to whether the Transaction will be completed, including whether the conditions for completion of the Transaction will be satisfied, expectations regarding effects of the Transaction or the resulting Issuer’s ability to successfully achieve business objectives and integrate the activities of the merging companies, expectations regarding financing and expectations regarding other economic, business and competitive factors.
Although TBI and FCC believe that the assumptions and factors used in the preparation, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurances or warranties can It can be assumed that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and neither TBI nor FCC undertakes to update any forward-looking information or forward-looking statements contained or referenced herein. , except as may be required under applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to TBI, FCC or persons acting on their behalf are expressly qualified in their entirety by this forward-looking information and statement notice.
THE SOURCE:Thoughtful Marks Inc.
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