Aleafia Health Inc. (TSXV: ALEF, OTC: ALEAF, FRA:
ARAH) (“
Aleafia Health”) and Emblem Corp. (TSXV:
EMC, OTCQX: EMMBF) (“
Emblem”) are pleased to
announce that they have completed the previously announced plan of
arrangement (the “
Arrangement”) under the
provisions of the Canada Business Corporations Act, pursuant to
which, among other things, Aleafia Health has acquired all of the
common shares of Emblem (the “
Emblem Shares”)
following Emblem’s amalgamation with Aleafia Health’s wholly-owned
subsidiary, 11208578 Canada Inc., to form a new wholly-owned
subsidiary of the Corporation continuing as “Emblem Corp.”
(“
Amalco”).
The Arrangement
creates:
- The leading Canadian medical
cannabis clinic and education centre network with 60,000 patients
seen to date
- A high-value, highly differentiated
product portfolio of oils, capsules and sprays
- Scaled production capacity and
leading supply with three dedicated cultivation and product
innovation facilities and the industry’s largest LP to LP cannabis
supply agreement
- A national and global distribution
platform with provincial supply agreements, retail partnerships and
a global expansion
- Improved capital markets profile
and liquidity, including up-listing to the TSX
- A combined entity with a robust
cash position
“The acquisition of Emblem rapidly accelerates
the execution of Aleafia Health’s strategy and positioning as a
vertically integrated, diversified cannabis company with an
integrated, highly differentiated consumer ecosystem,” said CEO
Geoffrey Benic. “Emblem’s product leadership in the medical and
adult-use sectors and highly coveted supply agreements will
perfectly complement our cannabis production and clinic operations.
This is a transformative transaction that positions Aleafia Health
as a global cannabis leader.”
Under the terms of the Arrangement, each former
Emblem shareholder is now entitled to receive 0.8377 of a common
share in the capital of Aleafia Health, for each Emblem Share held
prior to the Arrangement (the “Consideration”). It
is anticipated that the Emblem Shares will be delisted from the TSX
Venture Exchange (“TSXV”) as of the close of
trading on or about March 18, 2019.
Pursuant to the letter of transmittal mailed to
Emblem shareholders as part of the material in connection with the
special meeting of Emblem shareholders held on March 6, 2019 (the
“Meeting”), in order to receive the Consideration
to which they are entitled, registered holders of Emblem Shares
will be required to deposit their share certificate(s) representing
Emblem Shares, together with the duly completed letter of
transmittal, with Computershare Investor Services Inc., the
depositary under the Arrangement. Shareholders whose Emblem Shares
are registered in the name of a broker, dealer, bank, trust company
or other nominee should contact their nominee with questions
regarding the receipt of the Consideration.
Further information about the Arrangement is set
forth in the materials prepared by Emblem in respect of the Meeting
which were mailed to Emblem shareholders and filed under Emblem’s
profile on the System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com.
Aleafia Health Board
Concurrent with the completion the Arrangement
each of Gary Goodyear and Michael Verbora have resigned as
directors of Aleafia Health, and Loreto Grimaldi and Daniel
Milliard, each former directors of Emblem, have been appointed to
the Aleafia Health board of directors.
Dr. Michael Verbora will remain in his capacity
as Chief Medical Officer of Aleafia Health.
TSX Listing
As previously disclosed, Aleafia Health has
received conditional approval from the Toronto Stock Exchange
(“TSX”) to graduate from the TSXV and list its
common shares (“Common Shares”) on the TSX under
the symbol “ALEF”. The Common Shares will commence trading on the
TSX on March 19, 2019. Immediately prior to the commencement of
trading on the TSX, the Common Shares will be voluntarily delisted
from the TSXV.
Listed Emblem Warrants
Prior to the completion of the Arrangement,
Emblem had outstanding three classes of warrants to purchase common
shares of Emblem listed on the TSXV:
- EMC.WT – exercisable at a price of
$1.75 with an expiry date of December 6, 2019 (the “2019
Warrants”) issued pursuant to a warrant indenture between
Emblem and Computershare Trust Company of Canada
(“Computershare”) dated December 6, 2016 (the
“2019 Warrant Indenture”);
- EMC.WT.A – exercisable at a price
of $2.15 with an expiry date of November 16, 2020 (the
“November 2020 Warrants”) issued pursuant to a
warrant indenture between Emblem and Computershare dated November
16, 2017 (the “November 2020 Warrant Indenture”);
and
- EMC.WT.B – exercisable at a price
of $2.70 with an expiry date of February 2, 2020 (the
“February 2020 Warrants”) issued pursuant to a
warrant indenture between Emblem and Computershare dated February
2, 2018 (the “February 2020 Warrant
Indenture”);
(the 2019 Warrants, November 2020 Warrants and
February 2020 Warrants are referred to collectively as the
“Listed Emblem Warrants”).
Following the completion of the Arrangement the
Listed Emblem Warrants, with the exception of any Listed Emblem
Warrants that have been exercised prior to closing of the
Arrangement, will remain outstanding as warrants of Amalco
(continuing on as “Emblem Corp.”) that upon exercise will entitle
the holder thereof to receive the Consideration.
The Listed Emblem Warrants will continue trading
on the TSXV as Amalco warrants, under their existing trading
symbols, and will remain listed on the TSXV until the earliest to
occur of their exercise, expiry or earlier delisting.
Pursuant to the terms of the Arrangement
Agreement, and as required by each of the 2019 Warrant Indenture,
November 2020 Warrant Indenture and February 2020 Warrant
Indentures, Aleafia Health has entered into supplemental warrant
indentures in respect of each the foregoing warrant indentures
governing the Listed Emblem Warrants. Copies of each of the
supplemental warrant indentures are available on Emblem’s and
Aleafia Health’s respective SEDAR profiles at www.sedar.com.
Aleafia Health has submitted an application on
behalf of Amalco to the applicable securities regulators for relief
from certain continuous disclosure and insider reporting
requirements. In the event Amalco is granted such relief, holders
of Listed Emblem Warrants will be directed to reference, and rely
on, the public disclosure filings of Aleafia Health.
Termination of Aleafia Health and Emblem
Escrow
In connection with, and effective as of, the
listing of the Common Shares on the TSX, the TSXV has approved the
termination of the November 9, 2016 Aleafia Health escrow agreement
and the December 6, 2016 Emblem escrow agreement. Upon termination
of the Aleafia Health escrow agreement 4,129,650 Common Shares will
be released from escrow and upon termination of the Emblem escrow
agreement 6,584,133 Common Shares will be released from escrow plus
any Common Shares previously issued upon the exercise of any
escrowed Emblem options or warrants, if any.
Success Fee
As previously disclosed, in connection with
completion of the Arrangement Aleafia Health has paid to Mackie
Research Capital Corporation a success fee of 2,331,255 Common
shares.
About Aleafia Health
Aleafia Health is a leading, vertically
integrated cannabis health and wellness company with four primary
business units: Cannabis Cultivation & Products, Health &
Wellness Clinics, Cannabis Education, and Consumer Experience with
ecommerce, retail distribution and provincial supply.
Aleafia Health owns three major cannabis product
& cultivation facilities where it produces a diverse portfolio
of commercially proven, high-margin derivative products including
oils, capsules and sprays. Aleafia Health operates the largest
national network of medical cannabis clinics and education centres
staffed by MDs, nurse practitioners and educators.
Aleafia Health maintains a medical cannabis
dataset with over 10 million data points to inform proprietary
illness specific product development and treatment best practices.
Learn more at www.AleafiaHealth.com
For Investor & Media
Relations:
Nicholas
BergaminiVP Public Affairs, Aleafia Health
Inc.416-860-5665ir@aleafiainc.com |
About Emblem
Emblem is a fully integrated cannabis company
focused on driving shareholder value through product innovation,
brand relevance, and access to patient and consumer channels.
Through its wholly-owned subsidiary Emblem Cannabis Corporation,
Emblem is licensed to cultivate, process, and sell cannabis and
cannabis derivatives in Canada under the Cannabis Act.
Emblem’s state-of-the-art indoor cannabis cultivation facility and
Product Innovation Centre is located in Paris, Ontario. Emblem is
also the parent company of GrowWise Health Limited, one of Canada’s
leading cannabis education services.
For more information, please
visit www.emblemcorp.com.
Neither the TSXV nor its Regulation
Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding
Forward-Looking Statements:
This news release includes statements containing
forward-looking information regarding Aleafia Health and Emblem and
their respective businesses. Often, but not always, forward-looking
information can be identified by the use of words such as “plans”,
“is expected”, “expects”, “scheduled”, “intends”, “contemplates”,
“anticipates”, “believes”, “proposes” or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved, and include statements in
this press release concerning the expected timing by which Emblem
and Aleafia Health will be de-listed from the TSXV and Aleafia
Health’s subsequent listing to the TSX, our expectations as to the
continued listing of the Listed Emblem Warrants and as to the
anticipated termination of each of the Aleafia Health and Emblem
escrow agreements, our expectations relating to Emblem’s
application to terminate its public reporting obligations, our
expectations of the benefits associated with combination of the
Aleafia Health and Emblem. Such statements are based on the current
expectations of the management of Aleafia Health and Emblem. Such
forward-looking events and circumstances may not occur when
anticipated or at all and could differ materially as a result of
known and unknown risk factors and uncertainties affecting Aleafia
Health or Emblem, including risks regarding the cannabis industry,
economic factors, the equity markets generally, risks associated
with growth and competition and those risk factors referred to in
the management information circular of Emblem prepared in
connection with the Meeting. Although Aleafia Health and Emblem
have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in this news release, there may be other factors that
cause actions, events or results to differ from those anticipated,
estimated or intended. Forward-looking information cannot be
guaranteed. Except as required by applicable securities laws,
statements in this news release containing forward-looking
information speak only as of the date on which they are made and
Aleafia Health and Emblem undertake no obligation to publicly
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.
A photo accompanying this announcement is available at
http://www.globenewswire.com/NewsRoom/AttachmentNg/786b27ab-c36d-49b2-9334-bc549780efab
Aleafia Health (TSXV:ALEF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Aleafia Health (TSXV:ALEF)
Historical Stock Chart
From Apr 2023 to Apr 2024