VANCOUVER: Greenlane Renewables Inc. announced the execution of a Framework Agreement with Pressure Technologies plc (PT), Creation Partners LLP and Brad Douville.
Through the Framework Agreement, Greenlane’s outstanding promissory note to PT will be reduced by $1.8 million to $5.2 million upon disposition of PT’s equity position in Greenlane which is expected to occur through a series of block trades.
PT intends to sell a total of 7,663,920 common shares and 5,094,765 share purchase warrants or the underlying common shares, representing the available balance of the common shares and $0.26 share purchase warrants issued by the Company to PT in connection with Greenlane’s June 2019 acquisition of PT Biogas Holdings.
Under the Framework Agreement, the maturity date of the remaining balance of the Promissory Note will be advanced from June 3, 2023 to June 30, 2021. Upon completion of these transactions, PT will no longer be the owner of any equity securities of Greenlane.
The Framework Agreement was entered into among Greenlane, PT, Creation Partners LLP and Brad Douville, Chief Executive Officer and President of Greenlane. Creation Partners is a private limited liability partnership beneficially owned and controlled by Wade Nesmith, David Demers and David Blaiklock, each a director of Greenlane. The Framework Agreement contemplates the completion of the following transactions:
. the disposition of the PT Securities on agreed deal terms through block trade transactions;
. the reduction to the amount outstanding under the Promissory Note issued by Greenlane to PT on completion of the Acquisition in an amount equal to the gross proceeds realized from the sale of the PT Securities and a June 10, 2020 disposition by PT of 2,525,610 common shares, less the approximate $3.5 million value of the special warrants issued by the Company to PT on completion of the Acquisition;
. the termination of the right to direct sale agreement dated June 3, 2019 between Greenlane and PT (the “Right to Direct Sale Agreement”); and
. the transfers by PT of the common shares and Warrants payable by PT to Creation Partners and Douville under separate arrangements entered with each of Creation Partners and Douville for the completion of the Acquisition.
The sale of the PT Securities will be completed pursuant to arranged deal terms acceptable by Greenlane and PT.
In order to facilitate the sale by PT of the PT Securities, Creation Partners and Douville agreed to release PT from its obligations under certain agreements entered into between Creation Partners and Douville that required PT to place certain common shares and Warrants in escrow pending repayment in full of the Promissory Note. In exchange, PT agreed to complete the immediate transfer of these common shares and Warrants to Creation Partners and Douville from its free-trading and escrow positions.
The board of directors of Greenlane determined to proceed with the Framework Agreement and complete the Transactions.
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