November 25, 2018 MJ Shareholders
November 25th, 2018
Today, Baker Technologies, Inc. (“Baker”), Briteside Holdings, LLC (“Briteside”), Sea Hunter Therapeutics, LLC (“Sea Hunter”) and Santé Veritas Holdings Inc. (“SVT”) announce the successful completion of their merger (the “Business Combination”), and are now operating as a unified company under the name TILT Holdings Inc. (CNSX: TILT) (“TILT” or the “Company”). The Business Combination represents the formation of one of the cannabis industry’s most comprehensive platforms, providing technology-driven solutions to the entire cannabis ecosystem. With the completion of the recent capital raise of approximately US$119M and the Business Combination, TILT has paved the way for its anticipated listing on the Canadian Securities Exchange (“CSE”).
The unique value proposition of the Business Combination includes rapid infrastructure deployment, unparalleled technology for cannabis businesses and access to millions of consumers. TILT expects to deliver significant value to its customers, employees and shareholders by:
- Driving Innovation Technology to Support the Growing Industry
The newly formed company is one of the largest and most comprehensive industry technology platforms, connecting over 1,000 dispensaries with more than two million unique consumers, delivering value to both through focused messaging for sales opportunities.
- Providing Cutting-edge Supply Chain Management
TILT is working to expand its existing software and service offerings to cover the entire supply chain, from cultivation through to production, packaging, distribution and retail sales.
- Accelerating Scientific Research and Efficacy
The Company has assembled an experienced and accomplished science team, with the goal of advancing TILT’s understanding of cannabis and its efficacy for patients and consumers.
- Expanding National and International Infrastructure
TILT has expanded, and continues to expand, its geographic footprint allowing it to manufacture and distribute a broad range of high-grade cannabis products. With its proprietary scientific research and data enabled platform, TILT aims to deliver highly focused patient and customer driven product solutions.
“After an extensive process of combining four previously independent companies while simultaneously addressing all the requirements for being a publicly listed company, we are excited to announce the completion of the merger,” said Alex Coleman, CEO of TILT. “The Business Combination will allow us to help shape the cannabis industry through our unique offering of a broad range of software, services and goods. While the majority of U.S. cannabis companies are largely focused on operating retail stores, TILT’s technology foundation and B2B focus, providing software, services and a broad range of highly engineered consumer products, positions us as one of the most dynamic companies in the market.”
The Business Combination was carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), which required the approval of: (i) at least two-thirds of the votes cast by the shareholders of TILT (which were effectively the shareholders of Baker, members of Briteside and Sea Hunter Holdings, LLC); (ii) at least two-thirds of the votes cast by the shareholders of SVT; and (iii) at least a majority of the votes cast by minority shareholders of SVT, which excluded the votes cast by “interested parties” who were entitled to receive, directly or indirectly, a “collateral benefit” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The hearing in respect of the final order of the Supreme Court of British Columbia approving the Business Combination for SVT took place on November 13, 2018. The hearing in respect of the final order of the Supreme Court of British Columbia approving the Business Combination for TILT took place on November 20, 2018. Final orders approving the Business Combination were granted by the Supreme Court of British Columbia at both hearings.
“Our goal is to help remove obstacles and barriers-to-entry for potential customers who are looking to enter the cannabis industry,” said Joel Milton, founder and CEO of Baker. “TILT’s vision is to provide value throughout the supply chain, whether that’s assistance with operational and capital support, improving cannabis yield and growth efficiency or building and increasing customer engagement. TILT is here to help cannabis businesses effectively scale.”
TILT’s board of directors (the “Board”) currently consists of five members. Alexander Coleman, CEO of TILT, and Michael Orr, the Executive Chairman of SVT, will serve as Co-Chairmen of the Board. Geoff Hamm, Todd Halpern and Robert Calhoun will also serve as directors on the Board. Each director will hold office until the next annual meeting or until his successor is duly elected, unless his office is earlier vacated in accordance with TILT’s articles.
The Business Combination included the exchange of, amongst other things: (i) class A shares of the Company (the “Class A Shares”) (which were held by former shareholders of Baker, former members of Briteside and Sea Hunter Holdings, LLC) for compressed shares (the “Compressed Shares”) of the Company; (ii) share units of SVT for common shares of SVT (the “SVT Common Shares”); (iii) SVT Common Shares for common shares (the “Common Shares”) of the Company; (iv) subscription receipts of 1167411 B.C. Ltd. (“Finco”) for common shares of Finco (the “Finco Common Shares”); (v) Finco Common Shares for Common Shares; (vi) special shares of Finco for Compressed Shares; (vii) options of SVT for replacement options of the Company exercisable for Common Shares; (viii) options of the Company exercisable for Class A Shares for replacement options of the Company exercisable for Compressed Shares; and (ix) compensation options of Finco for compensation options of the Company.
Former shareholders, members and securityholders of Baker, Briteside and Sea Hunter received approximately 0.0148 of a Compressed Share for each Class A Share previously held. The terms of the Compressed Shares will provide the holders with super voting rights and a right to convert the Compressed Shares into Common Shares, subject to certain limitations. The former holders of SVT Common Shares (“SVT Shareholders”) received approximately 0.1399 of a Common Share for each SVT Common Share previously held. Outstanding options and warrants of the parties will be adjusted in accordance with their terms to reflect the consideration described above.
Listing of the Common Shares on the CSE remains subject to any necessary stock exchange and regulatory approvals.
TILT Holdings Inc. is a vertically-integrated technology and infrastructure platform delivering the most comprehensive range of products and services across the cannabis industry. TILT strives to deliver the highest quality products and services through knowledge based technology systems for both businesses and consumers. TILT technologies have a presence in more than 1,000 dispensaries across the U.S., Canada, Puerto Rico and Jamaica. For more information, please visit www.tiltholdings.com
About Ryan Allway
Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.
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