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 that (i) the
TSXV has conditionally approved the Company's proposed qualifying
transaction (the “
Transaction”) with ShinyBud and
Mihi Inc. (“
mīhī”), completion of which will
result in a reverse take-over of the Company and anticipated name
change to “ShinyBud Corp.” (the “
Resulting
Issuer”), (ii) the parties have entered into an amending
agreement amending the terms of the definitive agreement (the
“
Combination Agreement”) in respect of the
Transaction, and (iii) in accordance with TSXV Policy 2.4 – Capital
Pool Companies, the filing on SEDAR (www.sedar.com) of a filing
statement (the “
Filing Statement”) dated January
19, 2022 in respect of the Transaction, which contains further
details about the Transaction and the Resulting Issuer (including
the business of ShinyBud and mīhī, which will become the business
of the Reporting Issuer).
Pursuant to the terms of the Combination
Agreement, assuming completion of the Transaction and, in
connection therewith Cedarmont intends on (i) completing a
consolidation of its common shares on the basis of one (1)
consolidated share (the “Consolidated
Shares”) for every 42.7480 pre-consolidation
shares outstanding, so that Cedarmont will have approximately
304,107 consolidated shares outstanding after the consolidation,
and (ii) changing its name to "ShinyBud Corp.", or such other name
as agreed to by the parties. The Resulting Issuer is also expected
to change its stock symbol to "SNYB". Closing of the Transaction is
anticipated to occur today.
The parties have agreed to effect the
Transaction by way of a ‘three-cornered’ amalgamation of ShinyBud,
mīhī and a wholly-owned subsidiary of Cedarmont (the
“Amalgamation”) pursuant to which, among other
things, outstanding shares and convertible securities of ShinyBud
and mīhī will be exchanged for shares and convertible securities of
the Resulting Issuer according to agreed exchange ratios. The
Resulting Issuer will thereby become the sole shareholder of the
amalgamated corporation resulting from the Amalgamation, and the
current shareholders of ShinyBud and mīhī will become shareholders
of the Resulting Issuer, as parent corporation.
Pursuant to the Amalgamation, at the Effective
Time, among other things: (i) each Shiny Bud Class A Share will be
exchanged for 72,278.7 Consolidated Shares (the “Shiny
Bud Class A Exchange Ratio”); (ii) each Shiny Bud Class B
Share (which will include the shares issuable upon exchange of the
Subscription Receipts) will be exchanged for 1.26293 Consolidated
Shares (the “Shiny Bud Class B Exchange Ratio”);
(iii) each common share of Mihi outstanding will be exchanged for
0.14544 Consolidated Shares (the “Mihi Exchange
Ratio”); (iv) each stock option of Mihi will be exchanged
for that number of stock options of the Resulting Issuer as is
equal to the Mihi Exchange Ratio, exercisable at an exercise price
equal to the exercise price of such option so exchanged multiplied
by the Mihi Exchange Ratio; (v) each warrant of Mihi will be
exchanged for that number of warrants of the Resulting Issuer as is
equal to the Mihi Exchange Ratio, exercisable at an exercise price
equal to the exercise price of such warrant so exchanged
multiplied by the Mihi Exchange Ratio; (vi) each warrant of Shiny
Bud (including the warrants issuable upon exchange of the
Subscription Receipts) will be exchanged for that number of
warrants of the Resulting Issuer as is equal to the Shiny Bud Class
B Exchange Ratio, exercisable at an exercise price of $7.28 per
share; (vii) each FirePower Warrant will be exchanged for such
number of Replacement FirePower Warrants as is equal to the Shiny
Bud Class B Exchange Ratio exercisable at an exercise price equal
to $5.064 per share, and (viii) each compensation option of Shiny
Bud issued to the agents in connection with the Shiny Bud Private
Placement will be exchanged for such number of compensation
options of the Resulting Issuer as is equal to the Shiny Bud Class
B Exchange Ratio, exercisable at an exercise price of $6.33 per
unit.
Upon completion of the Transaction, an
aggregate of approximately 10,657,807 Consolidated Shares
(undiluted) of the Resulting Issuer are anticipated be
outstanding, 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 77.5%;
- former mīhī
shareholders will hold approximately 8.9%;
- current holders
of Cedarmont Shares will hold approximately 2.9%; and
- purchasers of
Subscription Receipts will hold, in respect of the Underlying
Shares they receive on conversion of the Subscription Receipts,
approximately 10.7%.
In addition, there are expected to be warrants
outstanding in the Resulting Issuer exercisable for 1,719,806
Consolidated Shares, options exercisable for 980,012 Consolidated
Shares and 78,986 Consolidated Shares issuable upon settlement of
restricted share units.
Subject to satisfaction or waiver of outstanding
conditions precedent agreed between the parties, closing steps in
respect of the Transaction are expected to commence today and
culminate in the submission of articles of amalgamation to effect
the Amalgamation. Upon the Amalgamation becoming effective, the
outstanding shares and convertible securities of ShinyBud and mīhī
will be exchanged for shares, options and warrants of the Resulting
Issuer.
Trading in the Cedarmont shares remains halted
in accordance with TSXV policies, and will not resume until after
completion of the Transaction and acceptance by the TSXV of final
post-closing documentation for filing.
A subsequent news release will be issued by the
Company providing an update on closing of the Transaction, and a
date for recommencement of trading on the TSXV.
Further Information
Capitalized terms not otherwise defined herein
have the meanings given to them under the Filing Statement.
Investors are cautioned that, except as
disclosed in the Filing Statement, 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 remains subject to
a number of conditions. 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 filing statement 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.
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