TORONTO: Britannia Bud Canada Holdings Inc. and RISE Life Science Corp. and 2830026 Ontario Inc., a wholly-owned subsidiary of RISE, have entered into a business combination agreement pertaining to the reverse takeover of RISE.
Britannia Bud Canada Holdings will constitute a “fundamental change” of RISE pursuant to the policies of the Canadian Securities Exchange.
Peter Shippen, Chief Executive Officer of Britannia, stated: “We are excited to take this important next step in our company’s development and believe this transaction brings us some attractive and complementary assets, which will further our growth and development.
That said, our team has already started to look beyond this transaction and is eager to continue executing on our strategy of being the global product development and lab partner of choice to cannabis companies, as well as our existing clients in the cosmetic, food and nutraceutical industries”.
Scott Secord, Executive Chairman of RISE, stated: “RISE believes this transaction is extremely attractive to its shareholders and we are excited to support the strategy of Britannia and its management team going forward. Britannia’s current operations and vision for future growth aligns well with the growing market for product development and lab testing services in the cannabis sector. I would like to thank all of RISE’s stakeholders for their support of this transaction with Britannia.”
The agreement provides for, among other things, a triangular amalgamation pursuant to which: (i) Britannia will amalgamate with RISE Subco to form one corporation (Amalco); (ii) the security holders of Britannia will receive securities of the Resulting Issuer at an exchange ratio of 120 common shares of the Resulting Issuer for each one common share of Britannia, subject to adjustment for a consolidation.
In connection with the reverse takeover, among other things, the board of directors and management of the Resulting Issuer will be reconstituted with nominees of Britannia.
In addition, if requested by Britannia, RISE will: (i) change the name of the Resulting Issuer to a name requested by Britannia and acceptable to the regulatory authorities, and prior to or following the completion of the RTO, consolidate the common shares of RISE or the Resulting Issuer Shares, as the case may be, on such terms as may be determined by the board of directors of RISE, or if determined to occur after the completion of the RTO, the board of directors of the Resulting Issuer, in its sole discretion if approved by the shareholders of RISE.
Prior to the execution of the Definitive Agreement, RISE completed a private placement of subscription receipts of RISE and Britannia completed a private placement of convertible debenture units.
Bennett Jones LLP is legal counsel to Britannia and Irwin Lowy LLP is legal counsel to RISE. Blue Deer Capital Partners acted as financial advisor to Britannia.