On November 9, 2018, pursuant to an arm’s length business combination agreement between Xanthic Biopharma (CSE:xTHC) (“Xanthic”) and Green Growth Brands Ltd. (“GGB”), Xanthic completed a business combination with GGB by way of a three-cornered amalgamation pursuant to which GGB amalgamated with a wholly-owned subsidiary of Xanthic to form one company as a wholly-owned subsidiary of Xanthic (the “Business Combination”). Following closing, Xanthic will continue under the corporate name “Xanthic Biopharma Inc.” until the first quarter of 2019, following which time it is expected to change its corporate name to “Green Growth Brands Ltd.” (the combined entity, following completion of the Business Combination is referred to as the “Resulting Issuer”). Until such time the Company will operate in the Province of Ontario under the business name “Green Growth Brands”.
It is anticipated that the common shares of the Company will resume trading on the facilities of the Canadian Securities Exchange under the ticker symbol “GGB” on November 13, 2018.
As part of the Business Combination, each of the common shares, proportionate voting shares, common share purchase warrants and proportionate voting share warrants of GGB (collectively, the “GGB Securities”) were cancelled and former GGB securityholders received 3.43522878 common shares, proportionate voting shares, common share purchase warrants, and proportionate voting share warrants of Xanthic, as applicable, for each GGB Security so cancelled (collectively, the “Consideration Securities”). The common shares of Xanthic (including the Consideration Securities) have also been consolidated on the basis of four (4) pre-consolidation shares for one (1) post-consolidation Resulting Issuer common share. At completion of the Business Combination, there were 165,960,705 Resulting Issuer Common Shares issued and outstanding.
GA Opportunities Corp. (“GA”)
Prior to the Business Combination, GA did not own any securities in the Resulting Issuer. As part of the Business Combination, GA was issued and has acquired control of, directly or indirectly, an aggregate of 15,271,040 common shares of the Resulting Issuer on a non-diluted basis and 27,500,000 common shares of the Resulting Issuer on a fully diluted basis. Such securities represent 9.2% and 13.6%, respectively, of the Resulting Issuer’s issued and outstanding common shares. The common shares were issued to GA in exchange for common shares of GGB at a deemed value of C$0.36 per share.
GA acquired the securities for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of the Resulting Issuer through market transactions, private agreements, treasury issuances, exercise of warrants or otherwise.
GA and the Resulting Issuer have entered into a nomination rights agreement (the “Nomination Rights Agreement”) setting forth certain rights and obligations of GA in connection with its securityholdings in the Resulting Issuer. The terms of the Nomination Rights Agreement will be further described in the Early Warning Report filed in connection with this press release.
GA’s head office is located at 2 Bloor St. W., Suite 1805, Toronto, Ontario, M4W 3E2. GA is formed under the province of Ontario and its principal business is investments. A copy of the Early Warning Report will appear under the profile of Xanthic on the SEDAR website at www.sedar.com. Xanthic’s head office is located at 77 King St West, Suite 2905, Toronto, Ontario, M5K 1A2.
For further information or to obtain a copy of the Early Warning Report, please contact: Matt Shalhoub, 416-639-9690 or firstname.lastname@example.org.
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend” and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Resulting Issuer’s intended name change. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical and recreational marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the marijuana industry in the United States, income tax and regulatory matters; the ability of the Resulting Issuer to implement its business strategies; competition; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this release is made as of the date hereof and the Resulting Issuer is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.