WINNIPEG, MB, Oct. 26, 2021 /CNW/ - Anacott Acquisition
Corporation (TSXV: AAC.P) (the "Company" or
"Anacott") is pleased to announce that it has entered into a
Letter of Intent dated October 25,
2021 with Botanical Holdings PLC ("Botanical
Holdings"), to enable Botanical Holdings to complete a
going-public transaction in Canada
(the "Proposed Transaction").
ABOUT BOTANICAL HOLDINGS
Botanical Holdings is a dynamic investment holding company which
is focused on the legal medical cannabis chain. Botanical Holdings
has secured a number of unique investment opportunities in the
rapidly growing global cannabis market. Botanical Holdings aims to
create a diversified and risk adjusted portfolio of companies that
spans the cross-section and value chain of the medical cannabis
market. Botanical Holdings currently has holdings in Eurocan, a
producer of high-quality medical cannabis products and extracts,
with operations in Portugal and
Lesotho; Southern African Hemp, a
hemp cultivation site in Zimbabwe;
and Unearthed, a producer of consumer CBD products, including a
line of high-quality CBD extracts.
TERMS OF THE PROPOSED TRANSACTION
For the purposes of the Proposed Transaction, the deemed value
of the currently outstanding common shares of Anacott ("Anacott
Shares") will be $800,000.
Pursuant to the Proposed Transaction, it is currently intended
that: (i) the outstanding Anacott Shares will be consolidated on
the basis of a ratio that results in the aggregate number of
post-consolidation Anacott Shares multiplied by $0.35, being the issue price of the Subscription
Receipts offered in the Concurrent Offering (each as defined
below), being equal to $800,000,
subject to rounding (the "Consolidation"); and (ii) the
holders of shares of Botanical Holdings ("Botanical Holdings
Shares") will receive one (1) post-Consolidation Anacott Share
in exchange for each outstanding Botanical Holdings Share.
Following the completion of the Proposed Transaction, the
securityholders of Botanical Holdings (including those investors
under the Concurrent Offering) will hold a significant majority of
the outstanding common shares of Anacott.
In conjunction with, and prior to the closing of the Proposed
Transaction, Anacott intends to complete a private placement of
approximately $7,000,000 of
subscription receipts ("Subscription Receipts") at an
anticipated price of $0.35 per
subscription receipt (the "Concurrent Offering"). It is
anticipated that each Subscription Receipt will be automatically
exchanged for one Anacott Share upon the satisfaction of specified
escrow release conditions, which will include, among other things,
the completion or waiver of all conditions precedent to the
Proposed Transaction and the conditional approval for listing of
the common shares of the resulting issuer (the "Resulting
Issuer") on the TSX Venture Exchange (the "TSXV").
Anacott intends that the Proposed Transaction will constitute
its "Qualifying Transaction" under Policy 2.4 - Capital Pool
Companies of the TSXV. The Proposed Transaction will be an
arm's length transaction. A comprehensive news release with further
particulars relating to the Proposed Transaction, financial
particulars, transaction structure, descriptions of the proposed
management and directors of the Resulting Issuer, terms of any
sponsorship, if applicable, among other particulars, will follow in
accordance with the policies of the TSXV.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: (a) completion of
satisfactory due diligence; (b) execution of a definitive
agreement; (c) receipt of regulatory approvals; (d) acceptance of
the Proposed Transaction as Anacott's Qualifying Transaction by the
TSXV; (e) receipt of approval for the listing of the common shares
of the Resulting Issuer by the TSXV; (f) the completion of the
Concurrent Offering; (g) the delivery of the financial statements
of both Anacott and Botanical Holdings; (h) the shareholders of
Anacott approving certain matters ancillary to the Proposed
Transaction, including the Consolidation, the appointment of
Botanical Holdings' director nominees, and a change in name of
Anacott to "Botanical Holdings Corp." or "Botanical Holdings Inc.",
all subject to the completion of the Proposed Transaction; (g) the
delivery of letters of resignation and reciprocal releases from
such directors and officers of Anacott as mutually agreed
conditional upon the completion of the Proposed Transaction; (h)
Anacott will have cash on hand of not less than CDN $75,000; and
(i) other condition precedents customary for a transaction such as
the Proposed Transaction. There can, however, be no assurance that
the Proposed Transaction will be completed as proposed or at
all.
In connection with the Proposed Transaction, Anacott has entered
into a finder's fee agreement (the "Finder's Fee Agreement")
with an arm's length party (the "Finder") for the Finder's
introduction of Anacott to Botanical Holdings. Pursuant to the
terms of the Finder's Fee Agreement, the parties have agreed to pay
the Finder a fee equal to the lesser of 10% of the
post-Consolidation Anacott Shares issuable to the shareholders of
Botanical Holdings, or the maximum finder's fee payable under the
policies of the TSXV.
Investors are cautioned that, except as disclosed in the 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 securities of a capital pool company should be
considered highly speculative. Shares of Anacott have been halted
from trading on the TSXV, and trading is not expected to resume
until closing of the Proposed Transaction.
This press release is not an offer of securities for sale in
the United States. The securities
described in this press release have not been registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933, as amended)
absent registration or an exemption from registration. This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy nor shall there be any sale of the securities in
any jurisdiction where such offer, solicitation, or sale would be
unlawful.
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 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.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" within
the meaning of applicable securities laws. All statements contained
herein that are not clearly historical in nature may constitute
forward-looking statements. Generally, such forward-looking
information or forward-looking statements can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or may contain statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "will
continue", "will occur" or "will be achieved". The forward-looking
information and forward- looking statements contained herein
include, but are not limited to, statements regarding: the
completion of the Proposed Transaction; the ability of Anacott and
Botanical Holdings to complete the terms on which the Proposed
Transaction is intended to be completed, the ability of Anacott and
Botanical Holdings to obtain regulatory and shareholder approvals;
and other factors.
Forward-looking information in this news release are based on
certain assumptions and expected future events, namely: the ability
of Anacott and Botanical Holdings to continue as going concerns; a
lack of any adverse effects on the business of Anacott and
Botanical Holdings as a result of the Covid-19 pandemic; and the
continued commercial viability and growth in popularity of medical
cannabis products.
These statements involve known and unknown risks, uncertainties
and other factors, which may cause actual results, performance or
achievements to differ materially from those expressed or implied
by such statements, including but not limited to: the inability of
Anacott and Botanical Holdings to complete the Proposed
Transaction; the inability of Anacott and Botanical Holdings to
complete the terms on which the Proposed Transaction is intended to
be completed; the inability of Anacott and Botanical Holdings to
obtain regulatory and shareholder approvals; risks regarding the
cannabis industry; market conditions; economic factors; the
inability of management to manage and to operate the business of
the Resulting Issuer; and the risks inherent in equity markets
generally.
Although Anacott and Botanical Holdings have attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on any forward-looking statements or information. No
forward-looking statement can be guaranteed. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and neither Anacott and
Botanical Holdings undertake any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
ABOUT ANACOTT ACQUISITION CORPORATION
Anacott is a capital pool company created to identify and
evaluate potential acquisitions of commercially viable businesses
and assets. The Company has not commenced commercial operations and
has no assets other than cash. Except as permitted under the TSXV
Policy 2.4, until the completion of the Qualifying Transaction,
Anacott will not carry on business, other than the identification
and evaluation of companies, businesses or assets with a view to
completing a Qualifying Transaction.
SOURCE Anacott Acquisition Corporation
