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PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES./
VANCOUVER and CHICAGO, May 14,
2018 /CNW/ - Bayswater Uranium Corporation [TSXV: BYU.H]
("Bayswater" or the
"Company") and VCP23, LLC ("GTI"), the owner of Green
Thumb Industries, a national U.S. cannabis cultivator and
dispensary operator dedicated to providing dignified access to safe
and effective cannabis, are pleased to confirm further to the
announcement by Bayswater on
April 23, 2018, the business
combination (the "Proposed Transaction") of GTI and
Bayswater that will result in a
reverse takeover of Bayswater by
the securityholders of GTI. The Letter Agreement was negotiated at
arm's length.
With a vertically integrated supply chain, GTI manufactures and
sells a well-rounded suite of branded cannabis products and owns
and operates seven manufacturing facilities and a chain of retail
locations in six highly regulated, limited supply U.S.
markets. GTI recently opened its 12th retail store and
expects to have 20 stores open by the end of 2018.
"I'm excited for all of us at GTI as we experience a huge
milestone and transition from a private company to a publicly
traded one," says GTI Chief Executive Officer Pete Kadens. "In addition to giving back to the
communities in which we operate, our priority remains bringing a
disciplined and strategic approach to our expansion efforts as we
move GTI to the next level. GTI is well-positioned to thrive as the
cannabis industry matures and we look forward to being among the
publicly traded cannabis companies on the Canadian exchanges."
Terms of the Transaction
The arm's length Proposed Transaction will be structured as an
amalgamation, arrangement, takeover bid, share purchase or other
similar form of transaction or a series of transactions that have a
similar effect with Bayswater
acquiring all voting securities of GTI. The final structure for the
Proposed Transaction is subject to satisfactory tax, corporate and
securities law advice for both Bayswater and GTI.
Completion of the Proposed Transaction is subject to a number of
conditions, including completion of the GTI Financing (defined
below), receipt of all necessary shareholder and regulatory
approvals, the execution of related transaction documents, the
delisting of the common shares of Bayswater from the TSX Venture
Exchange, the consolidation of the Bayswater common shares, the disposition of
various assets by Bayswater, the
completion of a non-brokered private placement by Bayswater and conditional approval of the
Canadian Securities Exchange for the listing of the
post-consolidation Bayswater Shares (as defined herein) following
completion of the Proposed Transaction.
GTI currently intends to complete a brokered private placement
(the "GTI Financing") to accredited investors of
subscription receipts (the "GTI Subscription Receipts")
through a special purpose vehicle. GTI has engaged GMP Securities
L.P. and Canaccord Genuity Corp., leading Canadian independent
investment dealers, to act as co-bookrunners in connection with the
GTI Financing. The GTI Subscription Receipts are proposed to be
exchanged, upon the satisfaction of certain conditions, for common
shares of the special purpose vehicle, which shares will then be
exchanged for post-consolidation Bayswater Shares in connection
with the Proposed Transaction on a one-for-one basis.
In connection with the Proposed Transaction, the Company will be
required to, among other things: (i) change its name to a name
requested by GTI and acceptable to applicable regulatory
authorities; (ii) consolidate its outstanding common shares on a
basis to be determined (the "Consolidation"); (iii) replace
all directors and officers of the Company on closing of the
Proposed Transaction with nominees of GTI; and (iv) redesignate the
common shares as Subordinated Voting Shares (the "Bayswater
Shares"), create a new class of Super Voting Shares that would
be issued to certain principals of GTI and create a new class of
Multiple Voting Shares to be issued to U.S. resident holders of GTI
securities, under the Proposed Transaction.
Under the Proposed Transaction, the shareholders of the Company
as of immediately prior to the completion of the Proposed
Transaction would hold post-Consolidation Bayswater Shares with a
value, based on the GTI Financing price, of US$3.0 million. Further details of the Proposed
Transaction will be included in subsequent news releases and
disclosure documents (which will include business and financial
information in respect of GTI) to be filed by the Company in
connection with the Proposed Transaction. It is anticipated that a
special shareholders' meeting of the Company to approve, among
other matters, any necessary matters in connection with the
Proposed Transaction will take place June
11, 2018 and closing of the Proposed Transaction will take
place in the second quarter of 2018.
The common shares of the Company will remain halted until all
necessary filings have been accepted by applicable regulatory
authorities.
On Behalf of the Board of Directors of Bayswater Uranium
Corporation
Victor Tanaka
President
About Green Thumb Industries
(GTI):
Green Thumb Industries (GTI), a national cannabis cultivator,
processor and dispensary operator, is dedicated to providing
dignified access to safe and effective cannabis nationwide while
giving back to the communities in which they serve. As a vertically
integrated company, GTI manufactures and sells a well-rounded suite
of branded cannabis products including flower, concentrates,
edibles, and topicals. The company owns and operates a rapidly
growing national chain of retail cannabis stores called RISEā¢
dispensaries. Headquartered in Chicago,
Illinois, GTI has 7 manufacturing facilities and 45 retail
locations across six highly regulated U.S. markets. Established in
2014, GTI employs more than 300 people and serves hundreds of
thousands of patients and customers each year. GTI was named a Best
Workplace 2018 by Crain's Chicago Business. More information
is available at GTIgrows.com.
All information contained in this news release with respect
to GTI was supplied by GTI for inclusion herein and the Company has
relied on the accuracy of such information without independent
verification.
As noted above, completion of the Proposed Transaction is
subject to a number of conditions, including but not limited to the
voluntary delisting of the Bayswater Shares from the TSXV and
listing on the Canadian Securities Exchange. There can be no
assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or listing statement of the Company
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 Bayswater should be considered highly
speculative.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) has in any way passed upon the merits of the Proposed
Transaction nor accepts responsibility for the adequacy or accuracy
of this news release.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities under the GTI
Financing in the United States.
The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and may not be
offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Forward-Looking Information and Statements
This press release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995. Such forward-looking information and
forward-looking statements are not representative of historical
facts or information or current condition, but instead represent
only the Company's beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently
uncertain and outside of the Company's control. 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 may include, but are not limited to, information
concerning the Proposed Transaction and the GTI Financing,
expectations regarding whether the Proposed Transaction will be
consummated, including whether conditions to the consummation of
the Proposed Transaction will be satisfied, the timing for holding
the annual general and special meeting of shareholders of the
Company and the timing for completing the Proposed Transaction,
expectations for the effects of the Proposed Transaction or the
ability of the combined company to successfully achieve business
objectives, expectations regarding whether the GTI Financing will
be consummated, and expectations for other economic, business,
and/or competitive factors.
By identifying such information and statements in this manner,
the Company is alerting the reader that such information and
statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements. In addition, in connection with the
forward-looking information and forward-looking statements
contained in this press release, the Company has made certain
assumptions. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
information and statements are the following: the ability to
consummate the Proposed Transaction and the GTI Financing; the
ability to obtain requisite regulatory and securityholder approvals
and the satisfaction of other conditions to the consummation of the
Proposed Transaction on the proposed terms and schedule; the
ability to satisfy the conditions to the consummation of the GTI
Financing or to the conversion of the GTI Subscription Receipts;
the potential impact of the announcement or consummation of the
Proposed Transaction on relationships, including with regulatory
bodies, employees, suppliers, customers and competitors; changes in
general economic, business and political conditions, including
changes in the financial markets; changes in applicable laws;
compliance with extensive government regulation; and the diversion
of management time on the Proposed Transaction and the GTI
Financing. Should one or more of these risks, uncertainties or
other factors materialize, or should assumptions underlying the
forward-looking information or statements prove incorrect, actual
results may vary materially from those described herein as
intended, planned, anticipated, believed, estimated or
expected.
Although the Company believes that the assumptions and factors
used in preparing, and the expectations contained in, the
forward-looking information and statements are reasonable, undue
reliance should not be placed on such information and statements,
and no assurance or guarantee can be given that such
forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward- looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.
SOURCE Bayswater Uranium Corporation