Carlaw Capital V Corp. Announces Reverse Take-Over by Natural Med Company
December 18, 2017 07:00 ET
Carlaw Capital V Corp. Announces Reverse Take-Over by Natural Med Company
TORONTO, ONTARIO–(Marketwired – Dec. 18, 2017) – Carlaw Capital V Corp. (“Carlaw” or the “Corporation“) (NEX:CVC.H), a capital pool company, is pleased to announce that it has entered into a definitive acquisition agreement (the “Definitive Agreement“) with 1600978 Ontario Inc., which operates as Natural Med Company (“NMC“).
The Definitive Agreement sets forth the general terms and conditions of a proposed transaction (the “Proposed Transaction“) pursuant to which Carlaw has agreed to acquire all of the issued and outstanding common shares in the capital of NMC (the “NMC Common Shares“).
About Natural Med Company
NMC received its license on July 22, 2016 under the Marihuana for Medical Purposes Regulations (MMPR), and is now a licensed producer of dried cannabis under the Access to Cannabis for Medical Purposes Regulations (ACMPR). NMC is led by a team of agricultural experts and has a 120,000 sq. ft. scalable greenhouse production facility located in Middlesex County, Ontario with 32 acres of adjacent land for future expansion. NMC is a private corporation existing under the Business Corporations Act (Ontario) (the “OBCA“).
On December 6, 2017, NMC satisfied a condition of the Definitive Agreement by completing a non-brokered private placement of approximately $5,000,000 through the issuance of an aggregate of 9,987,750 NMC Common Shares.
As of the date hereof, 79,987,750 NMC Common Shares are issued and outstanding, of which NMC’s founders, Melinda Rombouts and David Burch, together own 53%, and Outsiders LLC, a limited liability company formed under the laws of the State of Kansas and a strategic investor in NMC, owns 35%.
The Proposed Transaction
As consideration for the acquisition of all of the outstanding NMC Common Shares, the holders of the NMC Common Shares will receive one common share in the capital of Carlaw (each, a “Carlaw Common Share”) for each NMC Common Share held at a deemed price of $0.50 per Carlaw Common Share. The current issued and outstanding share capital of Carlaw consists of 3,180,000 Carlaw Common Shares, options to purchase up to 320,000 Carlaw Common Shares pursuant to Carlaw’s stock option plan and charitable options to purchase up to 200,000 Carlaw Common Shares.
Pursuant to the Definitive Agreement, the Proposed Transaction will take place by way of a “three-cornered” amalgamation whereby a newly-formed subsidiary of Carlaw, which Carlaw will incorporate pursuant to the provisions of the OBCA, will amalgamate with NMC. The Proposed Transaction will constitute a reverse take-over of Carlaw by NMC where the existing shareholders of NMC will own a majority of the outstanding Carlaw Common Shares. The Proposed Transaction is expected to constitute Carlaw’s “qualifying transaction” pursuant to the policies of the TSX Venture Exchange (the “TSXV“).
“We believe that the Proposed Transaction will help us move forward and take advantage of the opportunities in the Canadian cannabis industry. We intend to use the proceeds of our recent financing to complete the first phase of NMC’s expansion, which we expect will triple our production, subject to requisite regulatory approvals”, said Melinda Rombouts, the President and Chief Executive Officer of NMC.
Significant Conditions to Closing
The completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, applicable approvals by the board of directors and shareholders of NMC and Carlaw, obtaining any requisite third party approvals, TSXV acceptance and the completion of a brokered private placement to enable Carlaw to meet the TSXV’s Tier 1 Minimum Listing Requirements (as such is defined pursuant to the policies of the TSXV) (the “Brokered Financing“).
If necessary, Carlaw will hold a meeting of its shareholders to consider certain matters related to the Proposed Transaction including the reconstitution of its board of directors conditional upon closing of the Proposed Transaction and applicable regulatory approvals.
Arm’s Length Qualifying Transaction
The Proposed Transaction will not constitute a non-arm’s length qualifying transaction or a related party transaction pursuant to the policies of the TSXV. The Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the TSXV.
A comprehensive press release with further particulars relating to the Proposed Transaction, including details regarding the Brokered Financing will follow in accordance with the policies of the TSXV. There can be no assurance that the Proposed Transaction or Brokered Financing will be completed as proposed or at all.
About Carlaw Capital V Corp.
Carlaw is a capital pool company formed under the TSXV capital pool company program. Material information about Carlaw can be found on SEDAR under Carlaw’s issuer profile at www.sedar.com.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this press release constitute forward-looking information. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Corporation’s future, strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Corporation’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.
Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to: the Corporation and NMC’s ability to obtain any requisite regulatory or shareholder approvals, and to complete the Brokered Private Placement on terms favourable to Carlaw and/or NMC, as applicable, or at all. Additional information identifying risks and uncertainties is contained in the Corporation’s filings with Canadian securities regulators, and available at www.sedar.com. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Corporation. These forward-looking statements are made as of the date of this press release and the Corporation assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.
Carlaw Capital V Corp.
CEO, CFO and Corporate Secretary
Natural Med Company
President and CEO