CALGARY, Aug. 9, 2018 /CNW/ - Aldershot
Resources Ltd. d.b.a. Solo Growth Corp.™ (the "Company" or "Solo
Growth") (TSXV: ALZ) is pleased to: (i) announce that Theo Zunich has joined the Company as Vice
President, Corporate Development; (ii) provide an update on the
Board of Directors of Solo Growth (the "Board"); (iii) announce the
Board's adoption of several key corporate governance policies; (iv)
provide an update on its change of business to Solo Growth Corp.™;
(v) announce that the Company's 2018 annual general and special
meeting of shareholders (the "Meeting") will be held on
September 5, 2018; and (vi) announce
the engagement of 5 Quarters Investor Relations, Inc. ("5QIR") to
provide investor relations and corporate communications
services.
Appointment of Vice President, Corporate Development
The Company is pleased to announce that Mr. Theo Zunich has joined Solo Growth as Vice
President, Corporate Development. Mr. Zunich brings ten years
of investment banking experience to the Company, during which he
has been involved in more than 100
M&A, financing and related advisory mandates for
aggregate transaction value of over $12
billion. Mr. Zunich worked in roles of increasing
responsibility at several independent investment banks, most
recently as Principal, Investment Banking at Eight Capital.
He has extensive experience in the cannabis, energy and technology
industries from both an investment banking & merchant banking
perspective. Mr. Zunich holds a Bachelor of Business
Administration (Honours) in Finance from the University of New Brunswick.
In his new role, Mr. Zunich will be responsible for building
brand awareness and demand, developing corporate strategy,
overseeing organizational effectiveness and spearheading business
development initiatives to drive growth. He will take a leading
role in strategic planning, marketing, communications, investor
relations and customer and stakeholder initiatives.
"Theo's knowledge, experience and passion will help drive the
Company's innovation and growth as we transition to Solo Growth and
execute on our cannabis-focused retail strategy," said Pali Bedi,
President and CEO of Solo Growth. "I'm very pleased to welcome Theo
to the team."
Board Chair and Board Committees
The Board is comprised of a seasoned group of executives who
have proven success founding, growing and monetizing public
companies. In addition to Solo Growth's President and CEO,
Pali Bedi, the Board includes Richard
McHardy, Ron Hozjan,
Sonny Mottahed, Michael Stark and James
Miller. With the exception of Mr. Bedi, all members of the
Board are independent.
At its July 31, 2018 meeting, the
Board took numerous steps to further enhance the corporate
governance of the Board, including the appointment of a new Board
Chair, the formation of committees and appointment of committee
members and the adoption of numerous key corporate governance
policies.
Board Chair
The Board appointed Mr. James Miller, independent director, to serve as
Chairman of the Board. Mr. Miller is currently the President
of Boarder Capital Inc., a commercial real estate focused private
equity firm. Mr. Miller has over 25 years' experience in the
investment and commercial real estate business, including four
years with an international private equity fund focused on
commercial and multi-residential real estate assets throughout
Canada and the U.S. He has
directly participated in over $1.5
billion worth of commercial real estate transactions
including foreign, pension fund, REIT and private capital
investments. Mr. Miller joined Avison
Young in 2004 and was named "Top Producer of the Year" in
2005, 2006, 2007 and 2011. During his tenure, he led the
Calgary Capital Markets Group, was active as a senior leader of
national Capital Markets Group and sat on the National Executive
Committee.
Board Committees
The following two permanent Board
committees were formed, each comprised of fully independent
members:
- Audit Committee: Mr. Ron
Hozjan (Chair), Mr. Michael
Stark and Mr. Sonny
Mottahed.
- Corporate Governance and Compensation Committee: Mr.
Rick McHardy (Chair), Mr.
James Miller and Mr. Michael Stark.
"I am pleased to welcome James as our new Chair and believe the
formation of the Board committees and adoption of new policies
further support our strategy of establishing Solo Growth as a
trusted and credible leader in the retail cannabis market," said
Pali Bedi, President, CEO and a director of Solo Growth. "The
Board believes Solo Growth has the right people and processes in
place to execute our strategy, drive profitability and enhance
value for consumers and shareholders alike."
Committee descriptions and formal mandates will be included in
the management information circular in respect of the Meeting. The
information circular is expected to be filed on SEDAR on
August 10, 2018.
Adoption of Corporate Governance Policies
The Board has also adopted the following new corporate
governance policies:
- Code of Business Conduct & Ethics
- Whistleblowing Policy
- Corporate Disclosure Policy
- Anti-Hedging Policy
- Clawback Policy
The full text of each of the policies are available on Solo
Growth's website at www.aldershotresources.com.
Change of Business
On June 28, 2018, the Company
announced, among other things, (i) the completion of a non-brokered
private placement of common shares and units of the Company for
aggregate gross proceeds of $25.6
million with net proceeds being used to establish and launch
a retail cannabis business in Western
Canada; (ii) the resignation of the Company's management
team and board of directors and the appointment of a new management
team and Board; (iii) the execution of an administrative services
agreement with Solo Liquor Stores Ltd., Canada's largest private liquor retailer; (iv)
upon receipt of retail licenses in respect of retail locations from
the Alberta Gaming, Liquor and Cannabis Commission, the Company's
new retail-focused cannabis business strategy; and (v) the proposed
name change to "Solo Growth Corp." (collectively, and without
limitation, the "Transactions"). Pursuant to the policies of
the TSX Venture Exchange (the "TSXV"), the completion of the
Transactions is deemed to represent a "Change of Business" with
respect to the Company from that of a mining company to that of a
retail cannabis company. Upon completion of the Change of Business,
the Company intends to be listed on the TSXV as a Tier 2 Life
Sciences Issuer. The TSXV has completed an initial review of the
requisite documents required to resume trading and has informed the
Company that the Common Shares will resume trading on August 9, 2018 following a brief halt.
The Company will not be required to obtain shareholder approval
of the Change of Business as a result of the following factors: (i)
the Change of Business is not a "Related Party Transaction" (within
the meaning of the TSXV's policies); (ii) the Company is without
active operations; (iii) the Company is not and will not be subject
to a cease trade order or suspended from trading upon completion of
the Change of Business; and (iv) shareholder approval of the Change
of Business is not required to be obtained under applicable
corporate or securities laws.
Sponsorship of a "Change of Business" transaction is required by
the TSXV unless exempt therefrom in accordance with the TSXV's
policies or unless the TSXV provides a waiver. The Company intends
to apply for a waiver from the sponsorship requirements pursuant to
the policies of the TSXV. If the waiver is not granted by the TSXV,
then the Company would be required to engage a sponsor or will seek
an exemption from the sponsorship requirement.
For more information on the Company, the Transactions and the
Change of Business, please see the Company's June 2018 investor presentation and the press
release dated June 28, 2018, which
are available on the Company's website at
www.aldershotresources.com. Additional information regarding the
Change of Business will be made publicly available by the Company
in due course, including pursuant to a filing statement to be filed
on SEDAR at www.sedar.com.
Annual General and Special Meeting
The Company is pleased to announce that the Meeting will be held
on September 5, 2018 at 1:00 p.m. at the offices of McCarthy Tétrault
LLP, the Company's legal counsel, located at Suite 4000, 421 - 7th
Avenue S.W., Calgary, Alberta. At
the Meeting, shareholders will be asked to approve, among other
things, the change of the Company's name to "Solo Growth
Corp.TM".
A management information circular and related meeting materials
will be mailed to the Company's registered shareholders and will be
filed on SEDAR at www.sedar.com.
Engagement of Investor Relations Firm
Solo Growth has engaged 5QIR to provide financial communications
/ investor relations ("IR") and corporate communications
services. 5QIR will work with Solo Growth's leadership team
to advance its broad communications goals and support continued
growth. 5QIR will provide support at levels that will vary
depending on Solo Growth's needs, billed on an hourly basis,
including IR, financial communications, and enhancing engagement
with shareholders and other stakeholders. The engagement can
be cancelled at any time by either party with 30 days' written
notice. 5QIR acts at arm's length to Solo Growth and does not
have any interest, directly or indirectly, in the Company or its
securities, or any right or intent to acquire such an interest.
About Solo Growth Corp.TM
The Company is executing on a new retail-focused cannabis
business strategy as "Solo Growth Corp."™. With its proven
operational expertise and unique knowledge of the controlled
substance retail market, Solo Growth intends to grow a sustainable
retail cannabis business in Western
Canada with a goal to open over 60 retail cannabis locations
across Alberta over the next three
years.
Forward-Looking and Cautionary Statements
Completion of the Change of Business is subject to a number
of conditions, including but not limited to, TSXV acceptance. There
can be no assurance that the Change of Business will be completed
as proposed or at all. Investors are cautioned that, except as
disclosed in the filing statement to be prepared in connection with
the Change of Business, any information released or received with
respect to the Change of Business may not be accurate or complete
and should not be relied upon. Trading in the securities of the
Company should be considered highly speculative. 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 news release.
This news release may include forward-looking statements
including opinions, assumptions, estimates, the Company's
assessment of future plans and operations, and, more particularly,
statements concerning the Change of Business, the Meeting, the
change of name of the Company and the business plan of the Company,
including future retail cannabis locations. When used in this
document, the words "will," "anticipate," "believe," "estimate,"
"expect," "intent," "may," "project," "should," and similar
expressions are intended to be among the statements that identify
forward-looking statements. The forward-looking statements are
founded on the basis of expectations and assumptions made by the
Company which include, but are not limited to, the timing of the
receipt of the required regulatory and third party approvals and
the future operations the Company. Forward-looking statements are
subject to a wide range of risks and uncertainties, and although
the Company believes that the expectations represented by such
forward-looking statements are reasonable, there can be no
assurance that such expectations will be realized. Any number of
important factors could cause actual results to differ materially
from those in the forward-looking statements including, but not
limited to, regulatory and third party approvals not being obtained
in the manner or timing anticipated by the Company, changes to
cannabis laws, the timing of the legalization of recreational
cannabis, the availability of cannabis-retail products from
licensed producers, the ability to implement corporate strategies,
the state of domestic capital markets, the ability to obtain
financing, changes in general market conditions and other factors
more fully described from time to time in the reports and filings
made by the Company with securities regulatory authorities. Except
as required by applicable laws, the Company does not undertake any
obligation to publicly update or revise any forward-looking
statements.
Neither the 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 news release.
SOURCE Aldershot Resources Ltd.