WeedMD Inc. Announces Closing of Qualifying Transaction
TORONTO, ONTARIO–(Marketwired – April 19, 2017) – WeedMD Inc. (TSX VENTURE:AMN.P) (formerly Aumento Capital V Corporation (“ACC“)) (the “Company“), is pleased to announce that it has closed its previously announced business combination (the “Transaction“) with WeedMD Rx Inc. (“RX“). The Transaction consisted of the acquisition by the Company of all of the issued and outstanding securities in the capital of RX by way of a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company amalgamated with RX.
Pursuant to the Transaction, each RX shareholder received 1.25 common shares in the capital of the Company for each RX common share held, resulting in the issuance of an aggregate of 58,577,376 common shares of the Company to shareholders of RX. As part of the Transaction, warrants, compensation options and stock options of RX were replaced with common share purchase warrants, compensation options and stock options of the Company with adjustments to their exercise or conversion terms to reflect the exchange ratio for the RX common shares under the Transaction, resulting in the issuance of: (i) common share purchase warrants exercisable to purchase up to 14,888,486 common shares at an exercise price of $0.80 per share; (ii) stock options exercisable to purchase up to 3,312,500 common shares at an exercise price of $0.60 per share; and (iii) 440,000 compensation options exercisable into units at an exercise price of $0.60 per unit, with each unit comprised of a common share and one-half of one warrant, with each whole warrant exercisable into a common share at an exercise price of $0.80.
As part of the Transaction, the Company changed its name from “Aumento Capital V Corporation” to “WeedMD Inc.”.
As a result of the Transaction, RX is now a wholly-owned subsidiary of the Company, and the Company will continue the business of RX which is licensed under the Access to Cannabis for Medical Purposes Regulations to cultivate marijuana seeds and plants and dried marijuana product from its facilities located in Aylmer, Ontario. RX has applied for an amendment to its ACMPR license to allow for the sale of plants/dried materials (the “Sales License“). RX has completed the review and inspection process with Health Canada with respect to the Sales License. Upon RX satisfying any further documentary or other requests of Health Canada, WeedMD expects to receive its Sales License in the second quarter of 2017. There are no mandated timelines in the ACMPR for the license review process.
Prior to the Transaction, ACC was a Capital Pool Company (as defined under the policies of the TSX Venture Exchange (the “Exchange“)), and had not commenced commercial operations and had no assets other than cash. The Transaction constituted ACC’s “Qualifying Transaction”, as such term is defined in Policy 2.4 of the Exchange.
Final acceptance of the Transaction will occur upon the issuance of a Final Exchange Bulletin by the Exchange. Upon issuance of the Final Exchange Bulletin, the Company will cease to be a Capital Pool Company and will recommence trading on the Exchange as a Tier 1 life sciences issuer. Trading in the common shares of the Company will begin on the Exchange on April 27, 2017 under the symbol “WMD”.
Following the completion of the Transaction (on a post-acquisition basis), the Company has a total of 60,517,058 common shares outstanding, as well as: (i) common share purchase warrants exercisable to purchase up to 14,888,486 common shares at an exercise price of $0.80 per share; (ii) stock options exercisable to purchase up to 3,497,332 common shares at an exercise price of $0.60 per share; (iii) 440,000 compensation options exercisable into units at an exercise price of $0.60 per unit, with each unit comprised of a common share and one-half of one warrant, with each whole warrant exercisable into a common share at an exercise price of $0.80; and (iv) 1,125,000 common shares issuable to certain officers of the Company upon RX receiving the Sales License (the “Compensation Shares“).
An aggregate of 23,388,441 common shares are subject to escrow pursuant to Exchange escrow requirements (not including the Compensation Shares which will also become subject to escrow upon issuance).
As a result of the closing of the Transaction, the directors and executive officers of the Company are now:
|Bruce Dawson-Scully||Chief Executive Officer and Director|
|Keith Merker||Chief Financial Officer and Director|
|Luc Duchesne||Chief Scientific Officer|
Further details about the Transaction and the Company as the resulting issuer from the Transaction are available in the filing statement of ACC dated March 31, 2017 filed in respect of the Transaction which has been filed under ACC’s profile on SEDAR at www.sedar.com. The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the filing statement.
This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Company’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither 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.