Kevin Van
6 years ago
2018-10-07 Will Lift & Co. (LIFT) succeed or fail?
Matei Olaru’s shell graduate and marijuana promotion, Lift & Co. Corp. (LIFT: $0.45), began trading on September 17, 2018. Lift organizes the Lift Cannabis Expo. It has held this three-day event five times in the last two years: thrice in Toronto and twice in Vancouver. It boasts of having attracted 20,000 participants to the most recent expo, which was held in Toronto in May, 2018. Expo tickets cost at least $20.
Lift also operates a website where users can review marijuana products. When users submit reviews, they earn points that they can use to buy products in the company’s on-line store. Lift offers products from licensed marijuana producers such as Aphria Inc. (APH: $16.31) and Organigram Holdings Inc. (OGI: $7.45). Website users can also participate, for a fee, in Lift’s loyalty rewards program. Despite all the marijuana buzz, Lift lost $6-million on revenue of $2.3-million in its fiscal year ended March 31, 2018. Last month, the company sold a $6.85-million private placement at 60 cents. It also sold $2-million worth of debentures. It expects to spend the proceeds in this way: $3.35-million on salaries, $1.36-million on a new office (still in Toronto), $1.29-million on marketing, $1-million on potential acquisitions and $350,000 on information technology expenses for its website.
Now that his marijuana-adjacent business is public, Mr. Olaru, 28, gets a salary bump to $110,800 from $40,900. He is a lawyer and the company’s CEO. He was an articling student at Stikeman Elliott LLP from August, 2015, to June, 2016. He then became Lift’s CEO in November, 2016. He holds 4.58 million shares or 6.5 per cent of Lift. He also holds options to buy one million shares at 60 cents and 347,595 shares at 0.007143 cent.
Lift’s largest shareholder is Tyler Sookochoff with 20.79 million shares or 29.7 per cent. He used to be a director, but he resigned at the end of July for “personal reasons,” according to the company. Mr. Sookochoff belongs to the family of Larry and George Sookochoff, who have been involved with resource penny stocks since the late 1960s.
Mr. Olaru’s fellow directors are Daniel Finkelstein, Stuart Miller and Deborah Rosati. Mr. Finkelstein, 33, is the principal of Gotham Green Partners LLC, a New York private equity firm that focuses on marijuana. Two Gotham Green funds hold a combined 10.47 million shares or 15 per cent of Lift. Mr. Miller, 48, a Toronto lawyer, is general counsel to SkyPower Ltd., an international solar energy producer. Previously, he was general counsel to Capstone Infrastructure Corp. (CSE: $14.37) and Macquarie Power & Infrastructure Income Fund. Ms. Rosati, 56, is the founder and CEO of Women Get On Board, which advocates getting women (such as herself) seats on corporate boards (such as Lift’s). She also sits on the board of NexJ Systems Inc. (NXJ: $1.50), a financial software developer.
Lift went public through David Mitchell’s sixth capital pool shell, MJ Opportunity Corp. He listed it in November, 2017, with a $704,200 IPO at 20 cents. In connection with its QT, the shell rolled back 1 for 2.4, so its IPO shareholders need 48 cents to break even. Mr. Mitchell’s seventh capital pool shell, Commerce Acquisition Corp. (CAQ: halted), listed in May with a $1-million IPO at 20 cents. It is working on a QT with the maker of the Dr. Tobias brand of vitamins and supplements. For Mr. Mitchell’s first five capital pool shells, he has a record of three successes and two failures.
#LIFT #liftandco
Kevin Van
6 years ago
2018-10-05 Canadian Media Icon Rick Campanelli to host the Canadian Cannabis Awards in November, Shining a Spotlight on the Stars of Canada's Cannabis Industry
- A total of 47 CCAs will be awarded on November 29, including Licensed Producer of the Year and Product of the Year -
- Voting now open for 24 awards to-be-determined by Canadians -
TORONTO, Oct. 5, 2018/CNW/ - Lift & Co. Corp. (TSXV:LIFT) today announced that the 2018 Canadian Cannabis Awards (the "CCAs"), the gold standard for excellence in Canada's cannabis sector, will be hosted by one of the country's most beloved and recognizable personalities – and seasoned authority on Canada's top talent – Rick Campanelli.
After nearly ten loyal years at MuchMusic, Campanelli joined the revered Entertainment Tonight brand with the launch of ET Canada into the Canadian marketplace. Co-hosting the program, he offered the inside scoop on the latest celebrity gossip, current affairs, and pop culture trends.
"I never thought I'd be up on stage handing out cannabis awards! But, we are embarking on a marked shift in Canadian culture, and I'm proud to be a part of an event where we'll celebrate the homegrown talent leading a new era of industry and influence in our country."
Just one month following federal legalization, a total of 47 awards recognizing excellence in Canadian cannabis will be handed out at the annual CCAs gala on Thursday, November 29, 2018 at The Carlu in downtown Toronto. The CCAs are composed of voter-driven categories, judged categories selected by a panel of industry experts, and a select number of awards determined by Lift & Co.
Twenty-four awards will be determined by Canadians. The 280 nominees in the voter-driven categories have been announced, and public voting is now open until October 26, 2018.
"As the first CCAs following legalization, this year's winners will come away with essential brand differentiation in the Canadian cannabis market," said Matei Olaru, CEO, Lift & Co. "We look forward to continuing to recognize the talent and leaders who have elevated the industry, as well as look ahead to the brands and products that will undoubtedly be at the forefront of the burgeoning recreational market."
Lift & Co. has modernized this year's awards with 10 new categories that will provide enhanced distinction among licensed producers, cannabis accessories, and the people and companies who are leading the way in Canada's cannabis market. The new categories in 2018 include: "Woman in Weed – Trailblazer", "Top Reviewed Product of the Year", "Top Reviewed Licensed Producer of the Year"; and new voter-driven categories of "Top Balanced Flower" and "Top Balanced Oil" (cannabis products with less than 1:2 or 2:1 ratio of THC to CBD), "Top Rolling Papers", "Top Grinder", "Top Pipe", "Top Bong", and "Top Cannabis YouTuber."
2018 Canadian Cannabis Awards Nominees:
Nominations for the Canadian Cannabis Awards were submitted by cannabis consumers and industry members between August 13 and September 7, 2018.
More information on the gala and the full list of awards and nominees can be found at canadiancannabisawards.com.
Public voting is open now until October 26, 2018. The 24 voter-driven categories are:
People and Social Media:
Cannabis Crusader
A cannabis champion, challenging social stigma and encouraging the normalization of cannabis in Canada.
Cannabis Influencer
Our influencer is a social media maven, who uses their platform to inform and inspire cannabis consumers on the cannabis market in Canada.
Top Twitter Influencer
Our influencer has top quality cannabis content and strong community engagement make this Twitter account shine.
*NEW* Top Cannabis YouTuber
Our top YouTuber uses their platform to teach, share and inspire viewers with their timely and informative cannabis content.
Top Cannabis Podcast
Our top cannabis podcast is the top source for cannabis news and updates.
Licensed Producer Categories:
Top Indica Flower
Top Sativa Flower
Top Hybrid Flower
Top High CBD Flower (5% minimum CBD)
Top High THC Flower (18% minimum THC)
*NEW* Top Balanced Flower (less than 1:2 or 2:1 ratio of THC to CBD)
Top High CBD Oil
Top High THC Oil
*NEW* Top Balanced Oil (less than 1:2 or 2:1 ratio of THC to CBD)
Top Licensed Producer (LP) Customer Service
Products and Places:
Top Accessory Shop
Top Clinic
Top Desktop Vaporizer
Top Portable Vaporizer
Top Home Growing Box
*NEW* Top Rolling Papers
*NEW* Top Grinder
*NEW* Top Pipe
*NEW* Top Bong
About Lift & Co.
Lift & Co. (TSXV:LIFT) is a platform that helps Canadians explore, understand, and make better-informed decisions around cannabis through superior information and data. Lift & Co. operates a comprehensive Canadian product-comparison resource of federally regulated cannabis products; provides customized marketing solutions and data-backed insights into consumer and product trends; and connects businesses and consumers through its digital platform, and at its leading events, the Lift & Co. Expos and the Canadian Cannabis Awards. The Lift & Co. Cannabis Retail Training Certification, developed in an exclusive partnership with MADD Canada, is available to both government and private clients. Learn more at lift.co.
Kevin Van
6 years ago
How will Lift & Co. achieve a competitive edge over Leafly and MassRoots and ensure future profitability and growth, which are both important and necessary for Lift & Co. to survive and remain attractive to investors and analysts over time?
2018-04-17 MassRoots reported a net loss of $44 million in 2017
More than $22 million of those losses were the value of stock-based compensation to former employees, board members and business consultants.
The storms MassRoots weathered in 2017 have set the marijuana tech firm adrift in a $44 million sea of red.
A review of MassRoots Inc.’s annual filing made Tuesday with the U.S. Securities and Exchange Commission provides a portrait of a negative-net-worth company that is burning through cash, missing IRS payments and SEC reporting deadlines, handing out stock-based compensation like candy, and operating with no external sources of liquidity.
The Denver-based firm closed out 2017 with a reported net loss of $44 million on revenue of under $320,000, according to the filing. More than $22 million of those losses were the value of stock-based compensation to former employees, board members and business consultants.
“We do not believe MassRoots has sufficient capital to become cash-flow positive from operations,” company officials wrote in the filing. “We expect to need to raise additional funds to continue to fund operations.”
The company operates with a “going concern” qualification, meaning its independent accounting firm has expressed substantial doubt about the company’s ability to continue.
Those concerns were echoed by finance and accounting experts interviewed by The Cannabist.
“This company presents an extremely high risk to anyone who would invest in it,” Lynn Turner, former chief accountant with the SEC, said.
While the ballooning of operating expenses for the year included higher costs in the areas of advertising, payroll, payroll taxes, travel and legal, the bulk of the expenses came from non-cash, typically one-time expenses. Those included nearly $3.8 million in write-offs for past acquisitions, $7 million in the loss of derivative liability and more than $22.1 million in stock-based compensation issued to former employees, board members and business consultants.
In 2016, a year in which MassRoots posted a net loss of $18 million and revenue of $701,581, those non-cash expenses totaled $8 million.
High amounts of stock-based compensation aren’t terribly uncommon for technology companies that are short of cash, said Maclyn Clouse, a finance professor in the University of Denver’s Daniels College of Business. When those options are exercised, the company could see an inflow of cash — but the company runs the risk of the market price exceeding the option price and a further dilution of the company’s stock, he said.
Shares of MassRoots (OTCQB: MSRT) closed at 29 cents on Tuesday.
“When you take those (non-cash items) out, it’s not as bad,” Clouse said. “But the bottom line is, the bottom line is still bad.”
MassRoots spent nearly $8 million in cash on operations, up from $6.2 million the year before, and finished the year with $1.2 million in cash on hand — after raising upward of $9.1 million from activities such as stock and warrant sales.
As of Dec. 31, 2017, MassRoots’ accumulated deficit was nearly $74.3 million and its total stockholders’ deficit was nearly $11.4 million — indicating a negative net worth situation in which total liabilities exceed the company’s assets.
Additionally, the company missed SEC reporting filing deadlines for the annual report and blew through more than deadlines to file insider transactions in 2017, according to the filing. Company officials did, however, note weaknesses in their internal accounting controls.
MassRoots also owes $1.6 million in payroll tax liabilities, including interest and penalties, to federal taxing authorities. Those should be settled by June 30, company officials said.
Kevin Van
6 years ago
2018-08-17 MJ Opportunity Corp. Announces Closing of Debenture Private Placement by Lift Co. Ltd.
Toronto, Ontario--(Newsfile Corp. - August 17, 2018) - MJ Opportunity Corp. (TSXV: MJC.P) (the "Corporation" or "MJO") announced today that Lift Co. Ltd. ("Lift") has closed its previously announced non-brokered private placement of $2,000,000 aggregate principal amount of 10% senior unsecured convertible debentures (the "Convertible Debentures") of Lift (the "Strategic Investment").
The Strategic Investment was completed in connection with the previously announced proposed Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "Exchange")) of MJO, pursuant to which MJO will acquire all of the issued and outstanding securities of Lift (the "Acquisition"), and the Convertible Debentures shall be exchanged for convertible debentures ("Resulting Issuer Convertible Debentures") of the resulting issuer ("Resulting Issuer") on substantially equivalent terms to those terms contained in the Convertible Debentures.
The Convertible Debentures shall mature on the date which is 24 months following their date of issue (the "Maturity Date") and shall bear interest at a rate of 10% per annum commencing on the closing date of the Strategic Investment (the "Closing Date"), payable semi-annually on the last day of June and December of each year, commencing on December 31, 2018. The Convertible Debentures will be convertible into common shares of Lift ("Lift Common Shares"), or following completion of the Acquisition, common shares of the Resulting Issuer ("Resulting Issuer Common Shares"), at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price equal to $0.60 per Lift Common Share or Resulting Issuer Common Share, as applicable, subject to adjustment in certain events. Holders converting their Convertible Debentures or Resulting Issuer Convertible Debentures, as applicable, will receive accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion.
The Convertible Debentures and the Resulting Issuer Convertible Debentures will not be redeemable.
The Convertible Debentures contain, and Resulting Issuer Convertible Debentures will contain, certain restrictions on future issuances of debt and secured obligations of Lift and the Resulting Issuer, as applicable, without the prior approval of holders.
In consideration of the financial and structuring advice and assistance provided by GMP Securities L.P. ("GMP"), on its own behalf and on behalf of a syndicate of advisors including PI Financial Corp., Beacon Securities Limited, Echelon Wealth Partners Inc. and Haywood Securities Inc. (collectively, the "Advisors"), to Lift in connection with the Strategic Investment, Lift has paid to the Advisors a financial advisory fee in the amount of $150,000 plus applicable taxes (the "Financial Advisory Fee"). Fifty percent (50%) of the Financial Advisory Fee was paid to GMP, on its own behalf and on behalf of the other Advisors, on the Closing Date. The remaining fifty percent (50%) of the Financial Advisory Fee was deposited into escrow on the Closing Date and shall only be payable upon satisfaction of certain escrow release conditions and release of the escrowed funds in connection with the previously closed subscription receipt offering of Lift (the "Subscription Receipt Offering"). As additional consideration for the financial and structuring advice and assistance provided by the Advisors to Lift in connection with the Strategic Investment, the Advisors were granted and issued 100,000 compensation options of Lift (each, a "Compensation Option"). Upon satisfaction of the escrow release conditions and release of the escrowed funds in connection with the Subscription Receipt Offering, each Compensation Option will be exercisable for one Lift Common Share or one Resulting Issuer Common Share, as applicable, at a price of $0.60 for a period of 24 months following the date the escrowed funds are released in connection with the Subscription Receipt Offering.
The net proceeds from the Strategic Investment are expected to be used for working capital and general corporate purposes.
About Lift Co. Ltd.
Lift is a privately held company that was incorporated under the Business Corporations Act (British Columbia) and subsequently continued and currently existing pursuant to the Business Corporation Act (Ontario). Lift brings media and data together to empower cannabis businesses and consumers with unique knowledge and insights to make better-informed decisions. For consumers, Lift operates Canada's largest cannabis product-comparison platform, an unrivalled loyalty program and North America's largest consumer cannabis tradeshows. For businesses, Lift provides unique market, product and consumer insights while connecting businesses and consumers through Canada's most-adopted consumer channels.
For more information, please contact David Mitchell, the Chief Executive Officer, Secretary, and a director of the Corporation.
David Mitchell, CEO
dmitchell@stillbridge.com
(416) 574-4818
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the completion of the Qualifying Transaction and the Acquisition; the intended use of the net proceeds of the Strategic Investment; and the receipt of all necessary shareholder, Exchange, securities regulatory authority and other third party consents and approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. 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. MJO disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Kevin Van
6 years ago
2018-08-03 MJ Opportunity Corp. Announces Signing of Definitive Agreement with Lift Co. Ltd. and Closing of Concurrent Financing by Lift Co. Ltd.
Toronto, Ontario--(Newsfile Corp. - August 3, 2018) - MJ Opportunity Corp. (TSXV: MJC.P) (the "Corporation" or "MJO") announced today that it has executed a binding, definitive qualifying transaction agreement (the "Definitive Agreement") with Lift Co. Ltd. ("Lift") in connection with the previously announced proposed Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "Exchange")) of MJO pursuant to which MJO will acquire all of the issued and outstanding securities of Lift (the "Acquisition").
MJO also announced that Lift has closed its previously announced Subscription Receipt Offering (as defined below).
The Acquisition
Upon the effective date (the "Effective Date") of the Acquisition, Lift will amalgamate (the "Amalgamation") with 2636081 Ontario Inc. ("MJO Subco"), a wholly-owned subsidiary of MJO, such that the Resulting Issuer (as defined below) shall become the parent company of the continued corporation constituted upon the Amalgamation. Shareholders of Lift (the "Lift Shareholders") will receive Resulting Issuer Shares (as defined below) on the basis (the "Exchange Ratio") of one Resulting Issuer Share (on a post-Consolidation (as defined below) basis) for each one common share in the capital of Lift (a "Lift Common Share") or preferred share in the capital of Lift (a "Lift Preferred Share") held. In addition to the exchange of Lift Common Shares and Lift Preferred Shares, the following securities of MJO and Lift outstanding immediately prior to the Effective Date, respectively, shall be treated as follows:
Each common share and/or preferred share purchase warrant of Lift will remain outstanding and be exercisable for Resulting Issuer Shares in accordance with the adjustment provisions contained therein;
Each option (a "Lift Option") entitling their holders to acquire Lift Common Shares shall be exchanged for an option of the Resulting Issuer (a "Resulting Issuer Option") entitling their holders to acquire Resulting Issuer Shares by purchasing from the Resulting Issuer the number of Resulting Issuer Shares equal to (i) the Exchange Ratio, multiplied by (ii) the number of Lift Common Shares subject to such Lift Option immediately prior to the Effective Date. Such Resulting Issuer Option shall provide for an exercise price per Resulting Issuer Share (rounded up to the nearest whole cent) equal to the exercise price per Lift Common Share otherwise purchasable pursuant to such Lift Option, subject to certain other adjustments;
Each Compensation Option (defined below) shall be exchanged for a compensation option of the Resulting Issuer (the "Resulting Issuer Compensation Option"). All terms and conditions of the Resulting Issuer Compensation Options will be the same as the Compensation Options for which they are exchanged;
The 452,100 options ("MJO Options") to acquire up to 452,100 common shares of MJO ("MJO Common Share") at an exercise price of $0.20 per MJO Common Share shall continue in effect unamended, except to the extent their terms will be adjusted to reflect the Consolidation, and following the completion of the Amalgamation, the MJO Options will remain in effect until the original expiry date(s) of such MJO Options; and
The 352,100 options ("MJO Agent Options") granted to the agents involved in MJO's initial public offering to acquire up to 352,100 MJO Common Shares exercisable at an exercise price of $0.20 per MJO Common Share shall continue in effect unamended, except to the extent their terms will be adjusted to reflect the Consolidation, and following the completion of the Amalgamation, the MJO Agent Options will remain in effect until the original expiry date(s) of such MJO Agent Options.
On the Effective Date the current officers and directors of MJO will resign and the board of directors of the Resulting Issuer shall be reconstituted to consist of the following persons: Matei Olaru, Daniel Finkelstein, Stuart Miller and Kyle Detwiler. Senior management of the Resulting Issuer will include Matei Olaru, as Chief Executive Officer, Craig Hudson, as Chief Financial Officer, Kerri-Lynn McAllister, as Chief Marketing Officer, Josh Kerbel, as Chief Technology Officer and Mariana Fonar, as Corporate Secretary and Legal Counsel.
The completion of the Acquisition is subject to a number of conditions precedent, including but not limited to:
MJO having completed a consolidation (the "Consolidation") of its outstanding common shares prior to completion of the Acquisition on a 2.4:1 basis;
MJO having cash reserves of not less than $475,000 on the Effective Date;
MJO having changed its name to "Lift & Co. Ltd.", or such other name as agreed between MJO and Lift; and
receipt of all required consents, waivers and approvals from the Exchange, including the listing of the common shares ("Resulting Issuer Shares") of the resulting issuer (the "Resulting Issuer"), any securities regulatory authority and any other necessary third parties.
The Subscription Receipt Offering
MJO also announces that Lift has completed a brokered and concurrent non-brokered private placement of subscription receipts (the "Subscription Receipts") raising $6,850,805.40 in aggregate gross proceeds (the "Subscription Receipt Offering") at a price of $0.60 per Subscription Receipt (the "Issue Price").
The brokered portion of the Subscription Receipt Offering was led by GMP Securities L.P. (the "Lead Agent"), on its own behalf and on behalf of a syndicate of agents, including PI Financial Corp., Beacon Securities Limited, Echelon Wealth Partners Inc. and Haywood Securities Inc. (collectively, the "Agents").
Upon closing of the Subscription Receipt Offering, the aggregate subscription proceeds of the Subscription Receipt Offering, being $6,850,805.40, less: (i) $3,180.01, representing fifty percent (50%) of the Cash Commission (as defined below); (ii) $114,324.45, representing fifty percent (50%) of the Subscription Receipt Financial Advisory Fee (as defined below); (iii) $169,500.00, representing an amount which will be held back from the gross proceeds of the Subscription Receipt Offering to account for 50% of the possible financial advisory fees that may become payable to the Agents in connection with a non-brokered strategic investment financing being undertaken by Lift (the "Holdback Amount"); and (iv) the costs and expenses of or incurred by the Agents in connection with the Subscription Receipt Offering (the "Escrowed Funds"), have been placed in escrow with TSX Trust Company (the "Subscription Receipt Agent").
Upon satisfaction of the Escrow Release Conditions (as defined below) and prior to the Release Deadline (as defined below), the Subscription Receipt Agent will release the Escrowed Funds to Lift, less the remainder of the Cash Commission, the Subscription Receipt Financial Advisory Fee and, if applicable, the remainder of the financial advisory fee that will be payable to the Agents in connection with the completion of the non-brokered strategic investment financing, which will be released to the Lead Agent (on behalf of the Agents) (such date of release of the Escrowed Funds being referred to herein as the "Escrow Release Date").
Each Subscription Receipt shall be deemed to be automatically converted, without further action on the part of the holder thereof, for one Lift Common Share upon the satisfaction of certain conditions (the "Escrow Release Conditions"), including but not limited to:
written confirmation from each of MJO and Lift to the Lead Agent that all conditions to the completion of the Acquisition have been satisfied or waived, other than the release of the Escrowed Funds and the closing of the Acquisition;
the receipt of all shareholder and regulatory approvals required for the Acquisition;
the Resulting Issuer Shares being conditionally approved for listing on the Exchange (subject only to standard listing conditions) and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrowed Funds; and
Lift and the Lead Agent, on behalf of the Agents, delivering a release notice to the Subscription Receipt Agent confirming that the Escrow Release Conditions have been satisfied or waived (the "Release Notice").
Following conversion of the Subscription Receipts into Lift Commn Shares, such Lift Common Shares shall be immediately exchanged for Resulting Issuer Shares in connection with completion of the Acquisition.
In the event that the Subscription Receipt Agent does not receive the Release Notice prior to 5:00 p.m. (Toronto time) on the date that is 120 days after the closing date of the Subscription Receipt Offering (the "Release Deadline"), or if prior to such time, Lift advises the Agents or announces to the public that it does not intend to or will be unable to satisfy the Escrow Release Conditions or that the Acquisition has been terminated or abandoned, the Subscription Receipt Agent will return to holders of the Subscription Receipts, within two business days of the Release Deadline or such earlier date, an amount equal to the aggregate Issue Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon (including any interest that would have been earned on fifty percent (50%) of the Cash Commission, fifty percent (50%) of the Subscription Receipt Financial Advisory Fee and the costs and expenses of the Agents paid on the closing date of the Subscription Receipt Offering and the Holdback Amount were such amounts included in the Escrowed Funds), net of any applicable withholding tax. Lift will be responsible and liable to the holders of Subscription Receipts for any shortfall between the aggregate gross proceeds of the Subscription Receipt Offering (including any applicable interest payable) and the Escrowed Funds.
In connection with the brokered portion of the Subscription Receipt Offering, Lift agreed to pay to the Agents a cash commission equal to 6.0% (the "Cash Commission") of the gross proceeds of the brokered portion of the Subscription Receipt Offering, being $6,360.01 (with the exception that the Cash Commission was reduced to 3.0% of the gross proceeds from sales of Subscription Receipts to subscribers on the President's List).
As additional consideration, the Agents were granted compensation options ("Compensation Options") equal to 4.0% of the number of Subscription Receipts issued under the Subscription Receipt Offering (with the exception that the number of Compensation Options was reduced to 2.0% of the number of Subscription Receipts sold to subscribers on the President's List and under the non-brokered portion of the Offering). Upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds, each Compensation Option will be exercisable for one Lift Common Share or one Resulting Issuer Share (subject to any necessary adjustments), as applicable, at the Issue Price for a period of 24 months following the satisfaction of the Escrow Release Conditions.
In consideration of the financial and structuring advice and assistance provided by the Agents to Lift in connection with the non-brokered portion of the Subscription Receipt Offering, Lift has paid to the Agents, a financial advisory fee in the amount of $202,344.16 plus applicable taxes (the "Subscription Receipt Financial Advisory Fee").
As additional consideration for the financial and structuring advice and assistance provided by the Agents to Lift in connection with the non-brokered portion of the Subscription Receipt Offering, the Agents were granted an additional 224,827 Compensation Options. Upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds, each Compensation Option is exercisable for one Lift Common Share or one Resulting Issuer Share (subject to any necessary adjustments), as applicable, at a price of $0.60 for a period of 24 months following satisfaction of the Escrow Release Conditions.
The net proceeds from the Subscription Receipt Offering are expected to be used by the Resulting Issuer for working capital and general corporate purposes.
About Lift Co. Ltd.
Lift is a privately held company that was incorporated under the Business Corporations Act (British Columbia) and subsequently continued and currently existing pursuant to the Business Corporation Act (Ontario). Lift brings media and data together to empower cannabis businesses and consumers with unique knowledge and insights to make better-informed decisions. For consumers, Lift operates Canada's largest cannabis product-comparison platform, an unrivalled loyalty program and North America's largest consumer cannabis tradeshows. For businesses, Lift provides unique market, product and consumer insights while connecting businesses and consumers through Canada's most-adopted consumer channels.
For more information, please contact David Mitchell, the Chief Executive Officer, Secretary, and a director of the Corporation.
David Mitchell, CEO
dmitchell@stillbridge.com
(416) 574-4818
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 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 press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the structure, terms, conditions and proposed timing for completion of the Acquisition; the ability of Lift and MJO to complete the Acquisition; the ability of Lift to complete the non-brokered strategic investment financing being undertaken by Lift; the intended use of the net proceeds of the Subscription Receipt Offering; Lift, MJO and the Resulting Issuer's future business operations; and the receipt of all necessary shareholder, Exchange, securities regulatory authority and other third party consents and approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. 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. MJO disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Kevin Van
6 years ago
2018-07-18 MJ Opportunity Corp. Announces Amended Terms of Lift Co. Ltd. Private Placement Financing, Concurrent Debenture Financing with a Strategic Investor and Extension of Letter of Intent
Toronto, Ontario--(Newsfile Corp. - July 18, 2018) - MJ Opportunity Corp. (TSXV: MJC.P) (the "Corporation" or "MJO") announced today that the terms of the private placement previously announced on April 11, 2018 to be undertaken by Lift Co. Ltd. ("Lift") in connection with the proposed Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "Exchange")) of MJO pursuant to which MJO will acquire all of the issued and outstanding securities of Lift (the "Acquisition"), have been amended. In connection with the amendments to the terms of the Subscription Receipt Offering (as defined below) and the announcement of the concurrent Strategic Investment (as defined below), MJO and Lift also announce today that they have agreed to amend the terms of the previously announced non-binding letter of intent dated April 6, 2018 to provide for an extension of the deadlines thereunder with respect to completion of the Subscription Receipt Offering and the Acquisition.
In conjunction with, or prior to the closing of the Acquisition, pursuant to the terms of an engagement letter dated March 16, 2018, as amended July 13, 2018, between Lift and GMP Securities L.P. (the "Lead Agent"), Lift will undertake a brokered private placement of subscription receipts (the "Subscription Receipts") to raise a minimum of $5,000,000 and up to $10,000,000 aggregate gross proceeds (the "Subscription Receipt Offering") at a price of $0.60 per Subscription Receipt (the "Issue Price").
The Subscription Receipt Offering will be led by the Lead Agent, on its own behalf and on behalf of a syndicate of agents including PI Financial Corp., Beacon Securities Limited, Echelon Wealth Partners Inc. and Haywood Securities Inc. (collectively, the "Agents"). The Company has granted the Agents an option, exercisable in whole or in part at any time up until 48 hours prior to the closing of the Subscription Receipt Offering, to purchase at the Issue Price up to such number of additional Subscription Receipts as is equal to 15% of the initial Subscription Receipts sold under the Subscription Receipt Offering (together with the initial Subscription Receipts, the "Offered Subscription Receipts").
Upon closing of the Subscription Receipt Offering, the aggregate subscription proceeds of the Subscription Receipt Offering less: (i) fifty percent (50%) of the Cash Commission (as defined below); (ii) fifty percent (50%) of the Financial Advisory Fee (as defined below); and (iii) the costs and expenses of or incurred by the Agents which have not been paid to the Agents as of the closing date of the Subscription Receipt Offering (the "Escrowed Funds"), shall be placed in escrow with a Canadian trust company (the "Subscription Receipt Agent") mutually acceptable to the Lead Agent and Lift.
Upon satisfaction of the Escrow Release Conditions (as defined below) and prior to the Release Deadline (as defined below), the Subscription Receipt Agent will release the Escrowed Funds to Lift, less the escrowed portion of the Cash Commission and Financial Advisory Fee, which will be released to the Lead Agent (on behalf of the Agents) (such date of release of the Escrowed Funds being referred to herein as the "Escrow Release Date").
Each Offered Subscription Receipt shall be deemed to be automatically converted, without further action on the part of the holder thereof, for one common share of Lift upon the satisfaction of certain conditions (the "Escrow Release Conditions"), including but not limited to:
written confirmation from each of MJO and Lift to the Lead Agent that all conditions to the completion of the Acquisition have been satisfied or waived, other than the release of the Escrowed Funds and the closing of the Acquisition;
the receipt of all shareholder and regulatory approvals required for the Acquisition;
the Resulting Issuer Shares (as defined below) being conditionally approved for listing on the Exchange (subject only to standard listing conditions) and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrowed Funds; and
Lift and the Lead Agent, on behalf of the Agents, delivering a release notice to the Subscription Receipt Agent confirming that the Escrow Release Conditions have been satisfied or waived (the "Release Notice").
Following conversion of the Offered Subscription Receipts into common shares of Lift, such common shares shall be immediately exchanged for common shares ("Resulting Issuer Shares") of the resulting issuer (the "Resulting Issuer") in connection with completion of the Acquisition.
In the event that the Subscription Receipt Agent does not receive the Release Notice prior to 5:00 p.m. (Toronto time) on the date that is 120 days after the closing date of the Subscription Receipt Offering (the "Release Deadline"), or if prior to such time, Lift advises the Agents or announces to the public that it does not intend to or will be unable to satisfy the Escrow Release Conditions or that the Acquisition has been terminated or abandoned, the Subscription Receipt Agent will return to holders of the Offered Subscription Receipts, within two business days of the Release Deadline or such earlier date, an amount equal to the aggregate Issue Price of the Offered Subscription Receipts held by them and their pro rata portion of any interest earned thereon (including any interest that would have been earned on fifty percent (50%) of the Cash Commission, fifty percent (50%) of the Financial Advisory Fee and the costs and expenses of the Agents paid on the closing date of the Subscription Receipt Offering were such amounts included in the Escrowed Funds), net of any applicable withholding tax. Lift will be responsible and liable to the holders of Offered Subscription Receipts for any shortfall between the aggregate gross proceeds of the Subscription Receipt Offering (including any applicable interest payable) and the Escrowed Funds.
In connection with the Subscription Receipt Offering, Lift will pay to the Agents a cash commission equal to 6.0% (the "Cash Commission") of the gross proceeds of the Subscription Receipt Offering (provided that the Cash Commission shall be reduced to 3.0% of the gross proceeds from sales of Offered Subscription Receipts to subscribers on the President's List). Fifty percent (50%) of the Cash Commission shall be paid to the Agents on the closing date of the Subscription Receipt Offering. The remaining fifty percent (50%) of the Cash Commission shall be deposited into escrow with the Subscription Receipt Agent on the closing date of the Subscription Receipt Offering and released upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds pursuant to the Release Notice and the terms of the subscription receipt agreement to be entered into in connection with the Subscription Receipt Offering, together with any interest earned thereon.
As additional consideration, the Agents will be granted on the closing of the Subscription Receipt Offering compensation options ("Compensation Options") equal to 4.0% of the number of Offered Subscription Receipts issued under the Subscription Receipt Offering (provided that the number of Compensation Options shall be reduced to 2.0% of the number of Offered Subscription Receipts sold to subscribers on the President's List). Upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds, each Compensation Option will be exercisable for one common share of Lift or one Resulting Issuer Share (subject to any necessary adjustments), as applicable, at the Issue Price for a period of 24 months following the satisfaction of the Escrow Release Conditions.
Concurrent with the Subscription Receipt Offering, and conditional on the minimum amount of Subscription Receipts being issued, Lift intends to undertake a non-brokered private placement to a large cannabis investment focused fund (the "Investor") of $5,000,000 aggregate principal amount of 10% senior unsecured convertible debentures (each, a "Convertible Debenture") of Lift (the "Strategic Investment"). Each Convertible Debenture will be issued at a price of $1,000.
Upon closing of the Strategic Investment, the aggregate subscription proceeds of the Strategic Investment (the "Escrowed Debenture Funds") shall be placed in escrow with counsel to the Investor (the "Escrow Agent") pursuant to the terms of an escrow agreement to be entered into by and between Lift, the Investor and the Escrow Agent. The escrow release conditions under the Strategic Investment shall be substantially similar to the conditions under the Subscription Receipt Offering and, on satisfaction of such conditions, the Escrowed Debenture Funds shall be released to Lift and in connection with completion of the Acquisition the Convertible Debentures shall be exchanged for convertible debentures of the Resulting Issuer ("Resulting Issuer Convertible Debentures") on substantially equivalent terms to those terms contained in the Convertible Debentures.
In the event that the Escrow Agent does not receive a release notice prior to 5:00 p.m. (Toronto time) on the date that is 120 days after the closing date of the Strategic Investment, or if prior to such time, Lift advises the Investor or announces to the public that it does not intend to or will be unable to satisfy the escrow release conditions or that the Acquisition has been terminated or abandoned, the Escrow Agent will return the Escrowed Debenture Funds to the Investor in full and final satisfaction of Lift's obligations under the Convertible Debentures, within two business days or such earlier date, and the Convertible Debentures shall at such time be cancelled and of no further force or effect.
The Convertible Debentures shall mature on the date which is 24 months following the Escrow Release Date (the "Maturity Date") and shall bear interest at a rate of 10% per annum commencing on the Escrow Release Date, payable semi-annually on the last day of June and December of each year, commencing on December 31, 2018. The Convertible Debentures will, subject to forced conversion in certain prescribed circumstances, be convertible into common shares of Lift, or following completion of the Acquisition, Resulting Issuer Shares at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price equal to $0.60 (the "Conversion Price") per common share of Lift or Resulting Issuer Share, as applicable, subject to adjustment in certain events. Holders converting their Convertible Debentures or Resulting Issuer Convertible Debentures, as applicable, will receive accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion.
The Resulting Issuer will be permitted to force conversion of the Resulting Issuer Convertible Debentures if, at any time and from time to time, for 10 consecutive trading days (the "VWAP Days") on the Exchange (or any other Canadian exchange on which the Resulting Issuer Shares are listed) the daily volume weighted average trading price (the "VWAP") of the Resulting Issuer Shares on each VWAP Day is equal to or greater than 175% of the Conversion Price, subject to a minimum volume for the VWAP calculation of 100,000 shares per day in each VWAP Day over the period.
The Convertible Debentures and the Resulting Issuer Convertible Debentures will not be redeemable.
The Convertible Debentures and Resulting Issuer Convertible Debentures will contain certain restrictions on future issuances of debt and secured obligations of Lift and the Resulting Issuer, as applicable, without the prior approval of holders.
In consideration of the financial and structuring advice and assistance provided by the Agents to Lift in connection with the Strategic Investment, Lift shall pay to the Agents, on closing of the Strategic Investment, a financial advisory fee in the amount of $300,000 plus applicable taxes (the "Financial Advisory Fee"). Fifty percent (50%) of the Financial Advisory Fee shall be paid to the Lead Agent, on its own behalf and on behalf of the other Agents, out of the proceeds of the Subscription Receipt Offering on the closing date of the Strategic Investment. The remaining fifty percent (50%) of the Financial Advisory Fee shall be deposited into escrow with the Subscription Receipt Agent on the closing date of the Subscription Receipt Offering and released upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds pursuant to the Release Notice and the terms of the subscription receipt agreement to be entered into in connection with the Subscription Receipt Offering, together with any interest earned thereon.
As additional consideration for the financial and structuring advice and assistance provided by the Agents to Lift in connection with the Strategic Investment, the Agents will be granted on the closing date of the Strategic Investment an additional 333,333 Compensation Options. Upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds, each Compensation Option will be exercisable for one common share of Lift or one Resulting Issuer Share (subject to any necessary adjustments), as applicable, at a price of $0.60 for a period of 24 months following satisfaction of the Escrow Release Conditions.
The closing of the Subscription Receipt Offering is expected to occur on or about August 2, 2018, or as otherwise mutually agreed by Lift and the Lead Agent. The closing of the Strategic Investment is expected to occur on or about August 2, 2018, or as otherwise mutually agreed by Lift and the Investor. It is expected that the Subscription Receipt Offering and the Strategic Investment will close on the same day.
The net proceeds from the Subscription Receipt Offering and the Strategic Investment are expected to be used for working capital and general corporate purposes.
About Lift Co. Ltd.
Lift is a privately held company that was incorporated under the Business Corporations Act (British Columbia) and subsequently continued and currently existing pursuant to the Business Corporation Act (Ontario). Lift brings media and data together to empower cannabis businesses and consumers with unique knowledge and insights to make better-informed decisions. For consumers, Lift operates Canada's largest cannabis product-comparison platform, an unrivalled loyalty program and North America's largest consumer cannabis tradeshows. For businesses, Lift provides unique market, product and consumer insights while connecting businesses and consumers through Canada's most-adopted consumer channels.
For more information, please contact David Mitchell, the Chief Executive Officer, Secretary, and a director of the Corporation.
David Mitchell, CEO
dmitchell@stillbridge.com
(416) 574-4818
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 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 press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the structure, terms, conditions and proposed timing for completion of the Acquisition, the Subscription Receipt Offering and the Strategic Investment; the ability of Lift and MJO to complete the Acquisition, the Subscription Receipt Offering and the Strategic Investment; the intended use of the net proceeds of the Subscription Receipt Offering and the Strategic Investment; Lift, MJO and the Resulting Issuer's future business operations; and the receipt of all necessary shareholder, Exchange, securities regulatory authority and other third party consents and approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. 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. MJO disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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