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Trading on TSXV to commence on
February 2, 2022
TORONTO, Feb. 1, 2022
/CNW/ - ShinyBud Corp. ("ShinyBud" or the "Company") (TSXV:
SNYB), formerly Cedarmont Capital Corp. ("Cedarmont")
(TSXV:CCCA.P), today announced that, further to previous Cedarmont
announcements, it has completed the qualifying transaction (the
"Transaction") described in its Filing Statement of Cedarmont dated
January 19, 2022 (the "Filing
Statement") with Shiny Bud Inc. ("SBI") and Mihi Inc.
("mīhī"), which resulted in the combination of the three companies
and reverse take-over of Cedarmont, and the TSX Venture Exchange
(the "TSXV") has accepted final post-closing documentation for
filing.
The ShinyBud common shares will commence trading on the TSXV on
February 2, 2022 at market open under
the ticker symbol SNYB. The Company will no longer be
considered a capital pool company under TSXV policies at that
time.
Prior to closing of the Transaction, the Company completed a
consolidation of its common shares (the "Consolidation") on the
basis of 42.7480 pre-Consolidation common shares to 1
post-Consolidation common share, which reduced the number of
outstanding common shares to 304,124. The Company also
changed its name from "Cedarmont Capital Corp." to "ShinyBud
Corp.".
A total of 10,353,675 new post-Consolidation common shares were
issued at closing of the Transaction to former SBI and mīhī
shareholders, including to former holders of the subscription
receipts issued and sold by SBI in Fall 2021 in anticipation of the
Transaction. Accordingly, ShinyBud now has 10,657,799 common
shares outstanding.
"Completing this transaction marks several significant
achievements for our Company," said Kevin
Reed, Chairman and Chief Executive Officer. "ShinyBud is now
a multi-banner cannabis retailer with over 35 stores across
Ontario – Canada's largest cannabis market, while the
proceeds of the private placement and our TSXV listing provide the
necessary funds and capital markets exposure to expand our retail
footprint in Ontario. We are on a
mission to help people never settle, live fully through our
carefully curated products."
Mr. Reed continued, "Our board of directors and senior
management team bring extensive retail operating experience having
established one of Canada's most
iconic retail brands. This provides a key competitive advantage for
ShinyBud. We intend on leveraging this know-how as we execute on
our growth strategy and future franchising program with the goal of
creating a more diverse and accessible cannabis experience for
adult consumers."
The Transaction was effected by way of a 'three-cornered'
amalgamation of SBI, mīhī and a wholly-owned subsidiary of the
Company under the Canada Business Corporations Act (the
"Amalgamation") made effective at 11:59 p.m.
(Eastern time) on January 20,
2022, pursuant to which, among other things, outstanding
shares and convertible securities of SBI and mīhī were exchanged
for post-Consolidation common shares and convertible securities of
ShinyBud according to agreed exchange ratios. The Company
thereby became the sole shareholder of the amalgamated corporation
resulting from the Amalgamation, and the former shareholders of SBI
and mīhī became shareholders of ShinyBud, as parent
corporation. A copy of the Amalgamation Agreement dated as of
January 18, 2022, which sets out the
terms and means of effecting the Amalgamation, has been filed on
SEDAR and is available under the Company's issuer profile at
www.sedar.com.
Of the 10,657,799 common shares of the Company currently
outstanding:
- former SBI shareholders (other than former holders of the
subscription receipts referred to below) hold 8,269,354 shares, or
approximately 77.6% of the total;
- purchasers of the 899,550 subscription receipts issued and sold
by SBI in Fall 2021 pursuant to a $7,196,400 private placement completed in
anticipation of the Transaction hold, in respect of the SBI shares
they received on conversion of the subscription receipts in
accordance with their terms, 1,136,055 shares, or approximately
10.7% of the total;
- former mīhī shareholders hold 948,266 shares, or approximately
8.9% of the total; and
- original Cedarmont shareholders hold 304,124 shares, or
approximately 2.9% of the total.
In addition, after giving effect to adjustments to previously
issued stock options and compensation warrants of Cedarmont
resulting from the Consolidation, the issuance by ShinyBud of
replacement options and replacement warrants in exchange for
options and warrants of SBI and mīhī pursuant to the terms of the
Amalgamation, and the new stock option and deferred share unit
(DSU) grants referred to below, up to an additional 2,842,738
common shares of the Company are potentially issuable pursuant to
the exercise or conversion of outstanding warrants, options and
DSUs.
Upon closing of the Transaction, the board of directors and
executive management team of the Company was reconstituted.
Following closing, an aggregate of 910,123 stock options were
granted to new directors, officers and employees, each exercisable
at a price of $6.33 per share for a
five-year term expiring January 21,
2027, and an aggregate of 78,686 DSUs were granted to
executive officers. Each DSU entitles the holder to receive,
on the redemption thereof, a cash payment equal to the market value
of a ShinyBud share, or, at the discretion of the Company's board
of directors, one common share (or a combination thereof).
For further information regarding the Company, the Transaction
and the outstanding securities, please refer to the Filing
Statement of Cedarmont dated January 19,
2022, a copy of which is available under the Company's
issuer profile on the SEDAR website at www.sedar.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 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
Company, has 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 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:
adverse market conditions; 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.
About ShinyBud
ShinyBud Corp. is a multi-banner cannabis retailer with over 35
stores across Ontario –
Canada's largest cannabis market.
As one of Ontario's fastest
growing retailers in the sector, the Company is on a mission to
help people never settle, live fully by offering a wide range of
carefully curated cannabis products and by creating a more diverse
and accessible cannabis experience for adult consumers. ShinyBud's
board and management team has extensive retail operating
experience, a key competitive differentiator in leading its growth
strategy and franchising program. ShinyBud trades on the TSX
Venture Exchange (TSXV) under the ticker symbol SNYB. For more
information, please visit www.shinybud.com.
SOURCE ShinyBud Corp.