TORONTO, July 9, 2019 /CNW/ - 22 Capital Corp. (TSXV:
LFC.P) ("22 Capital") and Trichome Financial Corp.
("Trichome Financial") are pleased to announce that each of
22 Capital and Trichome Financial have received unanimous approval
from their respective shareholders for their announced amalgamation
under the provisions of the Business Corporations Act
(Ontario) that will result in a
reverse take-over of 22 Capital by the shareholders of Trichome
Financial (the "Transaction"). The Transaction, if
completed, will constitute 22 Capital's "Qualifying Transaction" as
such term is defined in Policy 2.4 of the TSX Venture Exchange (the
"Exchange"). Currently a subsidiary of CannaRoyalty Corp. d/b/a
Origin House (CSE: OH) (OTCQX: ORHOF) ("Origin House"),
Trichome Financial is a private corporation. Each of Trichome
Financial and Origin House exists under the laws of the Province of
Ontario.
The Transaction is being undertaken pursuant to the terms and
conditions of the amalgamation agreement between 22 Capital and
Trichome Financial dated November 13,
2018, as amended January 30,
2019, April 5, 2019 and
May 27, 2019 (the "Amalgamation
Agreement"). Final approval of the Transaction is subject
to the fulfillment of certain conditions set out in the Exchange's
conditional listing approval letter in respect of the
Transaction. Trichome Financial expects to satisfy such
conditions, including the closing of its subscription receipts
financing, on or before August 9,
2019.
Shareholder Meetings and Approvals
22 Capital and Trichome Financial each sought approval of
various matters in connection with the Transaction at meetings of
the common shareholders of 22 Capital (the "22 Capital
Shareholders") and the common and preferred shareholders of
Trichome Financial (the "Trichome Financial Shareholders"
and, together with the 22 Capital Shareholders, the
"Shareholders"), each as more particularly described in the
joint management information circular of 22 Capital and Trichome
Financial mailed to the Shareholders on May
29, 2019. The meeting of 22 Capital Shareholders occurred on
July 4, 2019 and the meeting of
Trichome Financial Shareholders occurred on July 8, 2019.
At the 22 Capital Shareholder meeting, 22 Capital received
approval of, among other things, (i) a resolution electing
directors of 22 Capital for the ensuing year (who will resign upon
completion of the Transaction); (ii) a resolution appointing the
auditors of 22 Capital for the ensuing year (subject to change upon
completion of the Transaction); (iii) an ordinary resolution
confirming the existing stock option plan of 22 Capital; (iv) a
special resolution authorizing and approving a consolidation (the
"Consolidation") of 22 Capital's issued and outstanding
common shares (the "22 Capital Common Shares") on the basis
of one post-Consolidation 22 Capital Share for every 14.24347
pre-Consolidation 22 Capital Common Shares (the "Consolidation
Resolution"); (v) a special resolution approving the
Transaction; (vi) a resolution of disinterested 22 Capital
Shareholders authorizing the transfer of the listing of 22 Capital
to the NEX Board of the Exchange in the event that 22 Capital does
not complete a "Qualifying Transaction" by August 15, 2019; (vii) a resolution of
disinterested 22 Capital Shareholders authorizing the cancellation
of certain seed shares of 22 Capital in the event that 22 Capital
does not complete a "Qualifying Transaction" by August 15, 2019; and (viii) an ordinary
resolution approving the proposed incentive plans of the
amalgamated entity. The record date for the 22 Capital Shareholder
meeting was May 28, 2019.
At the Trichome Financial Shareholder meetings, Trichome
Financial received approval of, among other things, (i) a special
resolution approving the Transaction; (ii) a special resolution
approving a split of every issued and outstanding common share of
Trichome Financial (the "Trichome Financial Common Shares")
into three Trichome Financial Common Shares; (iii) a special
resolution approving a split of every Class A Preference, Series 1
Share of Trichome Financial (the "Trichome Financial Preferred
Shares") into three Trichome Financial Preferred Shares; and
(iv) an ordinary resolution approving the new incentive plans of
the amalgamated entity.
Closing and Trading
The closing of the Transaction is expected to take place on or
before August 9, 2019 or such other
date as 22 Capital and Trichome Financial may agree, subject to a
number of conditions, including satisfaction of the escrow release
conditions of the private placement of subscription receipts
completed by Trichome Financial as well as other customary closing
conditions for a transaction of a similar nature, including, but
not limited to: (i) the final listing approval of the Exchange on
the terms outlined in its conditional listing approval letter, (ii)
confirmation of the representations and warranties of each party to
the Amalgamation Agreement, and (ii) delivery of customary closing
documentation.
The trading of 22 Capital's common shares will remain halted
until 22 Capital receives the Exchange's final acceptance of the
Transaction. Following closing of the Transaction, and upon
receipt of the Exchange's final acceptance, the common shares of
the resulting issuer are expected to be listed on Tier 1 of the
Exchange under the symbol "TFC".
About 22 Capital
22 Capital is a Capital Pool Company listed on the Exchange. 22
Capital currently has no commercial operations and has no
significant assets other than cash. The principal purpose of 22
Capital, as a Capital Pool Company, is the identification,
evaluation and acquisition of assets, properties or business with a
view to complete a Qualifying Transaction.
About Trichome Financial Corp.
Trichome Financial is a specialty finance company focused on
providing flexible and creative capital solutions to the global
legal cannabis market. Trichome Financial was created to address
the lack of credit availability in the large, growing and
increasingly complex cannabis market. Founded by industry leaders
Origin House and Stoic Advisory, Trichome Financial's experienced
management team has a unique edge to capitalize on proprietary deal
flow and insight while developing a first mover advantage as a
global cannabis focused specialty finance company. Trichome
Financial provides customized financing solutions across the
industry value chain to support growth, capital expenditures,
mergers, acquisitions, working capital and other needs.
Transactions are typically structured to earn attractive rates of
contractual cash flows, retain optionality on value creation and
ensure return of capital. Leveraging the combined resources and
knowledge of its founders and management, it is able to offer
significant value-added financial, product, market and operational
support to its partner companies.
About Origin House
Origin House is a North American cannabis consumer product
company currently focused on building a leading distribution
business in California, the
world's largest regulated cannabis market. By building a
world-class logistics platform and supporting contract
manufacturing assets, Origin House intends to support the growth of
new and established cannabis brands. Origin House believes
California, home to some of the
world's most discerning consumers and a nexus of information and
trends, will be the point of inception for the global cannabis
brands of the future. Origin House has developed a diversified
portfolio of assets within the cannabis sector, including research,
infrastructure and intellectual property to support our existing
brands, partner products and distribution networks. The company's
leadership and staff combines passion and a hands-on understanding
of the cannabis industry, with proven financial and legal
expertise. Origin House's shares trade on the Canadian Stock
Exchange ("CSE") under the symbol OH and in the United
States on the OTCQX under the symbol CNNRF. On April 1, 2019, Origin House announced an
agreement pursuant to which, subject to the approval of the
shareholders of Origin House and other conditions to closing, it
will be acquired by Cresco Labs Inc. (CSE: CL).
Further Information
All information contained in this news release with respect to
22 Capital and Trichome Financial was supplied by the parties
respectively, for inclusion herein, and each party and its
directors and officers have relied on the other party for any
information concerning the other party.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, shareholder approvals and
final TSX Venture Exchange acceptance. 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 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 TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this press 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION:
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: the terms and conditions of the
proposed Transaction, the receipt of final TSX Venture Exchange
approval in respect of the proposed Transaction, the closing of
Trichome Financial's subscription receipts financing, and related
matters. 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; and the delay or failure to receive board or
regulatory approvals. 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
the forward-looking statements and information contained in this
news release. Except as required by law, 22 Capital and Trichome
Financial assume no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors,
should they change.
SOURCE Trichome Financial Corp.
