Aumento Capital V Corporation Enters Into Definitive Agreement With WeedMD RX Inc. for Qualifying Transaction
TORONTO, ONTARIO–(Marketwired – March 3, 2017) – Aumento Capital V Corporation (TSX VENTURE:AMN.P) (“Aumento“) is pleased to announce that it has entered into a definitive acquisition agreement (the “Agreement“) with WeedMD RX Inc., a corporation existing under the federal laws of Canada (“WMD“), which outlines the terms and conditions pursuant to which Aumento and WMD will complete the transaction that will result in a reverse take-over of Aumento by the shareholders of WMD (the “Transaction“). The Agreement was negotiated at arm’s length and is effective as of March 2, 2017.
The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the “TSXV“).
Aumento is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. It is a capital pool company and intends for the Transaction to constitute its “Qualifying Transaction” as such term is defined in the policies of the TSXV. Aumento is a “reporting issuer” in the provinces of Ontario, British Columbia and Alberta.
Since the Transaction is not a non-arm’s length transaction, Aumento is not required to obtain shareholder approval for the Transaction.
Trading in the common shares of Aumento has been halted. It is unlikely that the common shares of Aumento will resume trading until the Transaction is completed and approved by the TSXV.
Conditions to Transaction
Prior to completion of the Transaction (and as conditions of closing, among other things):
- The parties will prepare a filing statement in accordance with the rules of the TSXV, outlining the terms of the Transaction.
- WMD will obtain the requisite shareholder approvals for the Transaction.
- All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.
Pre-Closing Capitalization of Aumento
As of the date hereof, Aumento has 1,939,682 common shares (“Aumento Shares“) issued and outstanding and options to acquire an aggregate of 184,832 additional Aumento Shares at an exercise price of $0.60 per Aumento Share.
Pre-Closing Capitalization of WMD
As of the date hereof, WMD’s authorized capital consists of an unlimited number of common shares (“WMD Shares“), of which 36,738,573 are issued and outstanding, and another 900,000 which are contractually to be issued upon the occurrence of certain events. WMD also has outstanding securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 1,759,990 WMD Shares at an exercise price of $1.00 per share. WMD has also granted 2,650,000 stock options held by officers, directors and consultants of WMD with each option exercisable into a WMD Share for a period of 10 years at an exercise price of $0.75 per WMD Share for 2,400,000 options and $1.00 per WMD Share for the other 250,000 options.
In November 2016, WMD closed a principal amount $7,600,000 convertible debenture unit financing (the “Convertible Debenture Financing“) with a syndicate of agents led by Dundee Securities Ltd., and including Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the “Agents“). Pursuant to the Convertible Debenture Financing, WMD issued 7,600 units (the “Units“), with each Unit comprised of one debenture (a “Debenture“) with a principal amount of $1,000 and 1,333 warrants (the “Warrants“). Immediately prior to completion of the Transaction, the principal amount of the Debentures will be automatically convertible into common shares of WMD at a conversion price of $0.75 per share. The Warrants are exercisable into common shares of WMD at an exercise price of $1.00 per share (upon completion of the Transaction, such Warrants to be exercisable into common shares at an exercise price as adjusted by the Exchange Ratio (as defined below)) for a period of two years from the completion of the Transaction.
As partial consideration for their services, the Agents were issued 352,000 compensation options (the “Compensation Options“). Each Compensation Option will entitle the holder thereof to purchase one unit of WMD at an exercise price of $0.75 for a period of two years from the completion of the Transaction, with each unit being comprised of one common share of WMD and one Warrant (all as adjusted by the Exchange Ratio).
Terms of the Transaction
Aumento will acquire all of the common shares of WMD pursuant to the terms of the Definitive Agreement by exchanging 1.25 common shares of Aumento for each common share of WMD (the “Exchange Ratio“).
Directors and Management of the Resulting Issuer
The following are summaries of those individuals considered Insiders of the Resulting Issuer. The summaries include each individual’s expected positions with the Resulting Issuer and relevant work and educational backgrounds:
Bruce Dawson-Scully – Chief Executive Officer & Director – Bruce has worked in the Long-Term Care industry for 22 years, most recently for Leisureworld Senior Care Corporation. He brings both management and government relations expertise. Bruce has been the operations lead on 15 large company, government-regulated startups in long-term care and retirement industry. Bruce has experience in international healthcare consulting to Chinese government in Beijing. He is currently serving as Vice President of MICBA, a non-profit organization that supports seniors in Peel. Bruce has also had extensive experience in all aspects of the development of over 15 luxury retirement and long term care facilities across south western Ontario.
Keith Merker – Chief Financial Officer & Director – Keith holds the Chartered Financial Analyst designation and has over 15 years of experience working as a Finance Professional, with extensive emphasis on emerging growth public and private companies, corporate finance, accounting, business development, mergers/acquisitions and raising funding in the capital markets.
Dr. Luc C Duchesne – Chief Scientific Officer – Luc holds a PhD in plant biochemistry and has published 85 peer-reviewed scientific articles, book chapters and books. He enjoys 30 years’ experience in the issues associated with the production and commercialization of natural products. He has taught as an adjunct professor in 8 universities and has acted on the editorial boards of scientific journals and has received multiple science and business awards including the 5NR Award for Leaders in Sustainability. He is a founding director of Autism Canada Foundation. He brings a unique understanding of regulatory compliance, experimental research and production.
Michael Kraft – Chairman & Director – Michael is a visionary and entrepreneur with more than 30 years of experience in sales, marketing and corporate management, with a strong record of success in both public and private company leadership. He has a formidable international network of industry and government leaders including 10 years of hands-on experience in China and other global markets. Michael has secured in excess of $100 Million in equity financing for projects in China, Latin America, Africa and abroad.
Gail Paech – Director – Gail is a highly focused, seasoned professional with over 25 years of senior executive experience in the public, private and not-for-profit sectors. She is a former Associate Deputy Minister, Economic Development and Trade and Assistant Deputy Minister, Ministry of Health. During her tenure as a senior civil servant, Gail gained the reputation for her ability to head up large-scale, high-profile, provincial initiatives that resulted in system transformation and lasting change in the delivery of core public services. She possesses in-depth knowledge of government decision-making processes, having been responsible for policy formulation of both sector specific and government-wide policies, programs and the regulatory process. As interim CEO of the largest Long Term Care Association in Canada, Gail assisted in the development of consumer-oriented strategy that unleashed the innovation potential of the Long-Term Care sector while generating value for the healthcare system. As President and CEO of a large downtown Toronto hospital, Gail was responsible for implementing strategic direction which successfully repositioned the hospital during the province- wide restructuring program. Gail has considerable experience with a global consulting company where she was National Director responsible for the development and future direction of the healthcare practice across Canada. She conducted large scale health system redesign projects across the country.
David Danziger – Director – Mr. Danziger is a Chartered Professional Accountant and the Senior Vice President of Assurance Services at MNP LLP, Chartered Professional Accountants, the fifth largest financial services and accounting firm in Canada. He also leads the firm’s Public Markets practice. Mr. Danziger is experienced in management consulting and business advisory services. He was Chief Executive Officer and a director of Aumento Capital Corporation (now Annidis Corporation), a capital pool company that completed its qualifying transaction in June 2011, Aumento Capital II Corporation (now The Intertain Group), a capital pool company that completed its qualifying transaction in February 2014, Aumento Capital III Corporation (now Exo U Inc.), a capital pool company that completed its qualifying transaction in June 2013 and Aumento Capital IV Corporation (now GreenSpace Brands Inc.), a capital pool company that completed its qualifying transaction in April 2015. He is currently a director of Eurotin Inc. (TSXV), Euro Sun Mining Inc. (TSX), Era Resources Inc. (TSXV), Poydras Gaming Finance Inc. (TSXV) and Jackpotjoy PLC (LSE). He graduated with a B.Comm from the University of Toronto in 1978 and was designated a Chartered Accountant in 1983.
Rick Moscone – Director – Rick is a partner at the law firm of Fogler, Rubinoff LLP and acts for several public companies on the TSX and TSX Venture Exchange. Rick obtained an LL.B. from Queen’s University and an MBA from Schulich School of Business.
About WeedMD RX Inc.
WeedMD is a licensed producer of medical cannabis pursuant to the Access to Cannabis for Medical Purposes Regulations (ACMPR). WeedMD operates a 25,000 square foot, scalable production facility in Aylmer, Ontario with four acres of property for future expansion. WeedMD is focused on providing consistent, quality medicine to the long-term care and assisted living markets in Canada through its comprehensive platform developed exclusively for that industry. WeedMD is dedicated to educating healthcare practitioners and furthering public understanding of the role medical cannabis can play as a viable alternative to prescription medication in relieving a variety of chronic medical conditions and illnesses.
Based on financial statements for the year ending December 31, 2015, audited in compliance with International Financial Reporting Standards, WeedMD had a net loss of $2,581,425. As at December 31, 2015, WeedMD had total assets of $3,095,021 and total liabilities of $488,501 and negative shareholders’ equity in the amount of $5,596,669.
Eight Capital has been engaged by WeedMD to act as sponsor in respect of the Transaction.
All information contained in this news release with respect to Aumento and WMD was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Aumento will issue additional press releases related to the final legal structure of the Transaction, officers and directors of the resulting issuer, sponsorship and other material information as it becomes available.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Convertible Debenture Financing; future developments; use of funds; and the business and operations of the resulting issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Aumento and WMD disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.