Mercury Acquisitions Corp. (“
Mercury”) (TSX
Venture: MERC.P) is pleased to announce that it has entered into a
letter of intent dated June 23, 2021 with Franchise Cannabis Corp.
(“
Franchise”) to complete a going-public
transaction in Canada for Franchise (the “
Proposed
Transaction”). Mercury intends that the Proposed
Transaction will constitute its “Qualifying Transaction” under
Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange
(the “
TSXV”). For convenience, Mercury, as it will
exist after completion of the Proposed Transaction, is sometimes
referred to as the “Resulting Issuer”.
The Proposed Transaction is not expected to be a
“non-arm’s length qualifying transaction” under the policies of the
TSXV, and the transaction is not a “related party transaction”
under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions. The Proposed Transaction
is expected to occur through a merger, amalgamation, asset
purchase, share exchange or business combination agreement,
pursuant to which Mercury or its subsidiary would acquire all of
the issued and outstanding securities of Franchise.
Franchise is a medical cannabis company,
incorporated in Ontario, focused on building industry-leading,
European focused medical cannabis operations with a strong
understanding of the plant, operational excellence and heritage in
European pharmaceutical distribution, while providing effective
solutions to the growing health needs of the European Union. As
such, Franchise is a multi-national operator in the medical
cannabis and nutraceutical industries, with principal operations
and assets in Germany, Denmark and Colombia. Franchise is working
to develop one of the industry’s leading, low-cost global
business-to-business supply chains with the goal of providing
high-quality pharmaceutical grade medical cannabis to distribution
partners and, ultimately, to patients at competitive prices.
If the Proposed Transaction is completed, it is
anticipated that the board of directors of the Resulting Issuer
will consist of five directors (the “New
Directors”), each of whom will be nominated by Franchise,
and the executive officers of the Resulting Issuer will be
appointed by the New Directors. The New Directors will be put
forward and nominated at a meeting of Mercury’s shareholders to be
held prior to the completion of the Proposed Transaction.
Mr. Clifford Starke is the CEO and director of
Mercury, and the CEO and director of Franchise and, accordingly, he
has declared his interests and will abstain from voting in
accordance with applicable corporate law.
For the purposes of the Proposed Transaction,
the deemed value of each outstanding common share of Mercury will
be $0.18 (on a pre-Consolidation basis, as defined below). Pursuant
to the Proposed Transaction, it is intended that: (i) the
outstanding common shares of Mercury will be consolidated on the
basis of a consolidation ratio to be determined based on a
valuation prepared by a business valuation firm agreed to by
Mercury and Franchise (the “Consolidation”); and
(ii) the holders of Franchise shares will receive one common share
of the Resulting Issuer in exchange for each outstanding Franchise
common share (on a post-Consolidation basis). The outstanding
options of Mercury will be adjusted accordingly to reflect the
Consolidation. Following the completion of the Proposed
Transaction, the securityholders of Franchise will hold a
significant majority of the outstanding common shares of the
Resulting Issuer. It is also expected that, in connection with the
completion of the Proposed Transaction, Mercury will cause its name
to be changed to a name determined by Franchise to reflect the
business of the Resulting Issuer.
A comprehensive press release with further
particulars relating to the Proposed Transaction and the Resulting
Issuer will follow in accordance with the policies of the TSXV.
Completion of the Proposed Transaction is
subject to a number of conditions including, but not limited to:
completion of satisfactory due diligence; execution of a definitive
agreement in respect of the Proposed Transaction; receipt of
regulatory approvals; acceptance of the Proposed Transaction as
Mercury’s Qualifying Transaction by the TSXV; receipt of approval
for the listing of the common shares of the Resulting Issuer;
shareholders of Franchise approving the Proposed Transaction and
such other matters necessary to complete the Proposed Transaction;
and shareholders of Mercury approving certain matters ancillary to
the Proposed Transaction, including the appointment of the New
Directors, subject to the completion of the Proposed Transaction.
There can be no assurance that the Proposed 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 Proposed
Transaction, any information released or received with respect to
the Proposed Transaction may not be accurate or complete and should
not be relied upon. Trading in 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 press release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN
ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR
SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN
WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT”)
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S.
PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Notice on forward-looking
statements:
This release includes forward-looking
information within the meaning of Canadian securities laws
regarding Mercury, Franchise and their respective subsidiaries and
businesses, which may include, but are not limited to, statements
with respect to the Proposed Transaction, the terms on which the
Proposed Transaction are intended to be completed, the ability to
obtain regulatory and shareholder approvals and other factors.
Often but not always, forward-looking information can be identified
by the use of words such as “expect”, “intends”, “anticipated”,
“believes” or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results
“may”, “could”, “would” or “will” be taken, occur or be achieved.
Such statements are based on the current expectations and views of
future events of the management of each entity, and are based on
assumptions and subject to risks and uncertainties. Although the
management of each entity believes that the assumptions underlying
these statements are reasonable, they may prove to be incorrect.
The forward-looking events and circumstances discussed in this
release, including completion of the Proposed Transaction (and the
proposed terms upon which the Proposed Transaction is proposed to
be completed), may not occur and could differ materially as a
result of known and unknown risk factors and uncertainties
affecting the companies, including risks regarding the cannabis
industry, market conditions, economic factors, management’s ability
to manage and to operate the business of the Resulting Issuer and
the equity markets generally. Although Mercury and Franchise have
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on any forward-looking statements or
information. No forward-looking statement can be guaranteed. Except
as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
neither Mercury nor Franchise undertake any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise.
Mercury is a capital pool company governed by
the policies of the TSXV. The principal business of Mercury is the
identification and evaluation of assets or businesses with a view
to completing a Qualifying Transaction.
For further information:
Mercury Acquisitions Corp.: Hani Zabaneh, Director, Email:
hani@zabaneh.ca. Tel: 604 782-4264.
Franchise Cannabis Corp.: Farhan Lalani, Director, Email:
flalani@franchiseglobalhealth.com.
Mercury Acquisitions (TSXV:MERC.P)
Historical Stock Chart
From Aug 2024 to Sep 2024
Mercury Acquisitions (TSXV:MERC.P)
Historical Stock Chart
From Sep 2023 to Sep 2024