CCCA.P Cedarmont Capital Corp

Cedarmont Capital Corp. (“Cedarmont” or the “Company”) (TSXV:CCCA.P), a capital pool company under the policies of the TSX Venture Exchange (the “TSXV”), and Shiny Bud Inc. (“ShinyBud”) are pleased to announce completion of additional closings pursuant to the previously announced ShinyBud placement offering (the “Private Placement”). ShinyBud has issued an additional 199,775 subscription receipts (“Subscription Receipts”) for additional gross proceeds of $1,598,200, which brings total gross proceeds of the Private Placement to $7,181,400.

The Private Placement was undertaken in connection with the proposed business combination of Cedarmont, ShinyBud and Mihi Inc. (“mīhī”), which will result in a reverse take-over of the Company (the “Transaction”) and anticipated name change to “ShinyBud Corp.” (the “Resulting Issuer”) or such other name as may be determined by ShinyBud and mīhī and is acceptable under applicable laws and to the TSXV. Following completion of the Transaction (“Closing”), the combined cannabis retailing business of ShinyBud and mīhī will continue through the Resulting Issuer.

For further information on the proposed Transaction and the Private Placement, please refer to the Company’s news releases of June 18, 2021 and September 23, 2021.

Each Subscription Receipt was issued and sold at a price of $8.00 per Subscription Receipt, and is automatically convertible for no additional consideration, prior to Closing, into a unit consisting of one ShinyBud share (an “Underlying Share”) and one ShinyBud share purchase warrant (an “Underlying Warrant”) exercisable at $9.20 per share for a 24-month period, upon the satisfaction of certain conditions, including all conditions precedent to Closing.

An aggregate of 897,675 Subscription Receipts have now been sold under the Private Placement for total gross proceeds of $7,181,400. Such proceeds (net of certain offering expenses) are held in escrow by Computershare Trust Company of Canada, as subscription receipt agent, and will be releasable to the Resulting Issuer upon conversion of the Subscription Receipts in connection with Closing, provided that the same shall occur within 120 days of the first issuance of Subscription Receipts (January 20, 2022). Offering expenses include fees payable to the Agents (defined below), of which one-half was paid from the gross proceeds before their deposit into escrow and the remainder, together with reimbursable expenses of the Agents not otherwise paid, will be paid from out of the escrowed funds upon their release.

As previously announced, Cedarmont, ShinyBud and mīhī have agreed, pursuant to the terms and conditions of their definitive combination agreement, to effect the Transaction by way of a ‘three-cornered’ amalgamation of ShinyBud, mīhī and a new subsidiary of Cedarmont to be formed for this purpose (the “Amalgamation”). The Amalgamation will result in the outstanding shares and other securities of ShinyBud and mīhī being exchanged for corresponding securities of the Resulting Issuer, which will thereby become the sole shareholder of the amalgamated corporation. The current shareholders of ShinyBud and mīhī will become shareholders of the Resulting Issuer, as the new parent corporation, and the Cedarmont shareholders will retain their equity.

Assuming completion of the Transaction and, in connection therewith (i) the consolidation, as previously announced, of the outstanding common shares of Cedarmont (the “Cedarmont Shares” and, following their consolidation, the “Consolidated Shares”), (ii) the conversion of the 897,675 outstanding Subscription Receipts into an equal number of Underlying Shares and Underlying Warrants, respectively (and no sale of additional Subscription Receipts in the meantime), (iii) the anticipated issue of additional shares of ShinyBud and mīhī, respectively, as purchase consideration for certain pending acquisition opportunities, and (iv) the conversion of all then-outstanding ShinyBud shares and mīhī shares (including the additional ShinyBud shares and mīhī shares issued pursuant to such acquisition opportunities, as well as the Underlying Shares issued pursuant to the Subscription Receipts) into common shares of the Resulting Issuer (being Consolidated Shares) pursuant to the Amalgamation and according to the agreed exchange ratios, an aggregate of approximately 10.7 million Consolidated Shares (undiluted) of the Resulting Issuer are anticipated be outstanding on Closing, of which:

• former ShinyBud shareholders (other than subscribers under the Private Placement who become ShinyBud shareholders on conversion of their Subscription Receipts) will hold approximately 80.4%;
• former mīhī shareholders will hold approximately 8.9%;
• current holders of Cedarmont Shares will hold approximately 2.3%; and
• purchasers of Subscription Receipts will hold, in respect of the Underlying Shares they receive on conversion of the Subscription Receipts, approximately 8.4%.

In addition, outstanding stock options and warrants of ShinyBud and mīhī (including Underlying Warrants issued on conversion of Subscription Receipts) will be exchanged pursuant to the Amalgamation for replacement options and replacement warrants of the Resulting Issuer. Such replacement options and warrants will be exercisable for Consolidated Shares of the Resulting Issuer, with the purchase rights thereunder adjusted according to the same ratios as will apply to the conversion of ShinyBud shares and mīhī shares, as applicable. Outstanding stock options and warrants of Cedarmont will also remain in effect after Closing as continuing obligations of the Resulting Issuer, subject to adjustment pursuant to the same consolidation ratio as applies to the Cedarmont Shares.

In aggregate, all such stock options and warrants will be exercisable for up to approximately 1.56 million Consolidated Shares as at Closing. On a fully-diluted basis, the number of Consolidated Shares of the Resulting Issuer anticipated to be outstanding, and the number issuable pursuant to outstanding stock options and warrants, are expected to represent approximately 87.2% and 12.8%, respectively, of the fully-diluted share count on Closing.

The above stock option and warrant numbers include (i) 897,675 replacement warrants of the Resulting Issuer (“Replacement Warrants”) that will be exchanged under the Amalgamation, on a one-for-one basis, for the Underlying Warrants issued pursuant to outstanding Subscription Receipts, and (ii) 55,657 replacement compensation options (“Replacement Compensation Options”) that will be exchanged under the Amalgamation, on a one-for-one basis, for the 55,657 compensation options of ShinyBud issued to a syndicate of agents led by Cantor Fitzgerald Canada Corporation and Echelon Wealth Partners Inc. and including ATB Capital Markets Inc. and Cormark Securities Inc. (collectively, the “Agents”), as partial consideration for their services in connection with the Private Placement. Following Closing, each Replacement Warrant will be exercisable for one Consolidated Share at $9.20 per share for a 24-month period from issuance, and each Replacement Compensation Option will be exercisable for a unit consisting of one Consolidated Share and one Replacement Warrant at the Private Placement price of $8.00 per unit for a 24-month period from issuance.

Further Information

Further details about the Transaction, the Private Placement and the Resulting Issuer will be contained in the disclosure document (anticipated to be a filing statement) to be prepared and filed with the TSXV and on SEDAR in connection with the Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

For further information, contact, Josh Cooksley of mīhī on behalf of ShinyBud, at josh@mihicannabis.ca or at (647) 637-5079, or Jaimie Grossman, Chief Executive Officer of the Company, at jaimie.grossman@gmail.com or at (416) 369-5265.

Reader Advisories

The information provided in this news release regarding ShinyBud and mīhī has been provided by ShinyBud and ‎mīhī and ‎has not been independently verified by the Company.

Completion of the Transaction is subject to a number of conditions, including but not limited to, ‎TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority ‎shareholder approval. Where applicable, the 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 Transaction, any information released or received ‎with respect to the transaction may not be accurate or complete and should not be relied upon. ‎Trading in the securities of a capital pool company 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 SERVICES PROVIDER ‎‎(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ‎ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.‎

This news release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities in any jurisdiction.‎

The securities referred to in this news release have not been, and will not be, registered under the ‎United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United ‎States or to, or for the account or benefit of, any U.S. person unless they are registered under the ‎United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable ‎exemption from the such U.S. registration requirements is available. This news release does not constitute an offer ‎for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of ‎securities in the United States must be made by means of a prospectus containing detailed ‎information about the company and management, as well as financial statements.‎

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of Canadian ‎securities legislation. ‎Forward-looking information generally refers to information about an ‎issuer’s business, capital, or operations ‎that is prospective in nature, and includes future-oriented ‎financial information about the issuer’s prospective ‎financial performance or financial position. ‎The forward-looking information in this news release includes ‎disclosure about the anticipated terms of and closing of the ‎Transaction.‎ ‎The Company, ShinyBud and mīhī have made certain material assumptions, including but not limited ‎to: ‎prevailing market conditions; general business, economic, competitive, political and social ‎uncertainties; ‎delay or failure to receive board, shareholder or regulatory approvals; and the ‎ability of ShinyBud and mīhī to ‎execute and achieve its business objectives, to develop the forward-looking ‎information in this news release. There ‎can be no assurance that such statements will prove to be ‎accurate, as actual results and future events could differ ‎materially from those anticipated in such ‎statements. Accordingly, readers should not place undue reliance on ‎forward-looking statements. ‎Actual results may vary from the forward-looking information in this news release due ‎to certain ‎material risk factors. These risk factors include, but are not limited to: failure of the TSXV to approve of the Transaction; failure of the shareholders of Cedarmont, ShinyBud or mīhī to approve certain matters placed before a shareholders meeting; adverse market conditions; ‎the ‎inability of the Company, ShinyBud or mīhī to complete the ‎Transaction on the terms ‎disclosed in this news release, or at all; reliance on key and qualified personnel; regulatory and ‎other risks associated with the cannabis industry in general, as well as those risk factors discussed ‎or referred to in disclosure documents filed by the Company with the securities regulatory ‎authorities in certain provinces of Canada and available at www.sedar.com. The foregoing list of ‎material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an ‎unexpected manner, or should assumptions underlying the forward looking information prove ‎incorrect, the actual results or events may differ materially from the results or events predicted. Any ‎such forward-looking information is expressly qualified in its entirety by this cautionary statement. ‎Moreover, the Company does not assume responsibility for the accuracy or completeness of such ‎forward-looking information. The forward-looking information included in this news release is ‎made as of the date of this news release and the Company undertakes no obligation to publicly ‎update or revise any forward-looking information, other than as required by applicable law.‎