TORONTO, April 25, 2018 /CNW/ - Santé Veritas Holdings
Inc. ("SVH") (formerly Marchwell Ventures Ltd. (NEX:MVE.H)
("Marchwell")) and Santé Veritas Therapeutics Inc. ("SVT")
are pleased to announce the closing of the previously announced
business combination (the "Business Combination") among SVH,
SVT, and 1148607 B.C. Ltd.
("Marchwell Subco"), creating a medical and adult use
cannabis cultivation company.
Prior to the closing of the Business Combination, SVH
consolidated its common shares on the basis of one
post-consolidation common share (each, a "New SVH Share")
for each three existing common shares (the "Consolidation")
and changed its name from Marchwell Ventures Ltd. to Santé Veritas
Holdings Inc. (the "Name Change").
The Business Combination was completed by way of a three
cornered amalgamation (the "Amalgamation"), pursuant to
which Marchwell Subco, a wholly-owned subsidiary of SVH,
amalgamated with SVT to form a newly amalgamated company
("Amalco"), which now owns SVT's assets as a wholly-owned
subsidiary of SVH.
Upon the Amalgamation, SVH acquired all of the issued and
outstanding shares of SVT and issued to SVT shareholders one New
SVH Share in exchange for each common share of SVT held.
The New SVH Shares are expected to commence trading on the
Canadian Securities Exchange (the "CSE") under the ticker
symbol "SV" at the commencement of trading on Monday, April 30, 2018.
Santé Veritas Therapeutics Inc.
SVT is a privately-held corporation incorporated in British Columbia in 2013 for the purpose of
obtaining a licence under the Access to Cannabis for Medical
Purposes Regulations (the "ACMPR") and to thereafter
operate as a medical cannabis cultivation company. Health
Canada has recently issued SVT a
"confirmation of readiness" for a licence under the ACMPR.
SVT is currently constructing its cultivation facilities in
Powell River, British Columbia, on
a site that was formerly a paper mill. SVT anticipates receipt of
Licensed Producer status, permitting it to begin cultivation, later
in 2018. On December 19, 2017, SVT
completed a private placement of common shares for gross proceeds
of approximately $16 million (the
"Private Placement") to fund construction of its
facilities.
On closing, SVT had approximately 246 million common shares
issued and outstanding on an undiluted basis. As a result of the
Business Combination, SVH expects to have approximately 254 million
common shares issued and outstanding on an undiluted basis, with
approximately 97% of those shares being held by former SVT
shareholders and approximately 3% of those shares being held by
former Marchwell shareholders. The shares held by new "principals"
of SVH will be subject to such escrow requirements as may be
imposed by the securities regulatory authorities.
Change in Management
In connection with the Business Combination, the management and
board of SVH have resigned and a new board and senior management
have been appointed. The new board of directors and senior
management of SVH are:
Michael Orr – Executive Chairman
Mr. Orr has more than 25 years of capital markets experience. He
has served as a senior executive and chief executive officer of
registered investment dealers. Over the past fifteen years he has
actively managed a significant family office with extensive
holdings in the financial services, media, technology and wine
sectors. Mr. Orr has considerable experience building and investing
in opportunities in the cannabis sector throughout North America.
John Walker – Chief Executive
Officer, Director
Mr. Walker enjoyed a storied 25-year leadership career in
Fortune 500 Yum! Restaurants International/Yum! Brands. During his
career with Yum!, Mr. Walker held a variety of senior roles
including Chief People Officer, Europe (Paris
France); Chief People Officer, Latin America (Miami, FL); V-P, Human Resources, Global
Business Development (Dallas, Tx);
V-P Human Resources (Toronto, ON);
Senior Director Human Resources, Taco Bell Southern Division
(Atlanta, Ga); Director Human
Resources, PepsiCo Poland (Warsaw); and Director Human Resources, Pizza
Hut (Wichita, KS). Mr. Walker
holds a B.A. in Psychology from Brock
University (St. Catharines,
ON) and a Master's Degree in Industrial and Labor Relations
from Cornell University (Ithaca, NY). Mr. Walker's charitable focus has
centered on World Hunger Relief.
Perry Miele – Director
Mr. Miele currently serves as the Chairman of Beringer Capital,
where he has been a principal since 2003. Beringer Capital invests
in emerging marketing services companies. As Chairman, Mr. Miele is
responsible for investing activities, strategic development and
oversight of Beringer's portfolio holdings.
Most recently, Mr. Miele assumed the role of Chairman of Match
Marketing, a North American retail marketing firm with over 7000
employees and 8 offices in the US and Canada. Prior to Match, he was Chairman of
Budco, headquartered in Detroit,
MI. Budco was one of the largest fulfillment and
distribution companies in the US serving Fortune 500 companies with
a specialized focus in the automotive industry. Budco was sold in
2011 to the Michigan Pension Fund.
Mr. Miele began his career with the Canadian Federal Government
in 1984, rising to the position of Chief of Staff to the Minister
of International Trade during the NAFTA negotiations. He also
served as Chairman of the Ontario
chapter of the Young President's Organization and on the board of
the LCBO from 2002-05, a period during which the LCBO grew to
become one of the largest alcohol retailers in the world.
Mr. Miele is currently a director of TSX-listed Andrew Peller Wines. He is also a member of the
McGill MBA advisory committee and is on the board of Trillium
Health Partners.
Kevin Empey – Director
Mr. Empey is currently the Supervisor of Brockville General
Hospital. Prior to this, he was President and Chief Executive
Officer of Lakeridge Health for 8 years. Mr. Empey is a Chartered
Professional Accountant CPA (CA) who is also a graduate of
Harvard's Advanced Management
Program.
Mr. Empey has worked in the hospital sector since 1990, with
senior roles at University Health Network, Peel Memorial Hospital,
and St. Michael's Hospital. Prior
to his hospital career, he was with Northern Telecom. Mr. Empey is
a guest lecturer at University of
Toronto and York University. In
2012 he was appointed Adjunct Professor at UOIT.
Mr. Empey is on the boards of two charities, The Abilities
Centre and the Toronto Wildlife Centre. He has been very involved
with the government on funding models for hospitals and regarding
the creation of shared services. Mr. Empey was also the Chair of
the Healthcare Sector Supply Chain Strategy Expert Panel from 2016
– 2017, a panel commissioned by the Government of Ontario to make recommendations to improve the
value in the healthcare supply chain.
Mark Herron – Chief Financial
Officer
Mr. Herron is an experienced executive in finance, corporate
services, strategy and governance after 35 years in financial
services, banking, healthcare, marketing and sales. Mr. Herron
previously served as co-founder and Chief Financial Officer of
Meeting Escrow Inc., an escrow trust company for the global
meetings industry. Prior to that, Mr. Herron served as the Chief
Financial Officer and Vice-President, Corporate Services at the
Toronto Convention & Visitors Association (Tourism Toronto),
Canada's largest non-profit
public-private destination marketing and sales organization. Mr.
Herron has also served as Chief Operating Officer of Sunnybrook
Hospital University of Toronto Clinic
and as a founding Tax & Audit Partner of the Toronto head office of Grant Thornton
LLP. Mr. Herron currently serves on the Board of the Solar
Stage Children's Theatre.
Mr. Herron holds a Bachelor of Commerce (B. Com) from the
University of Toronto (University
College), Chartered Professional Accountant CPA(Chartered
Accountant) designation from the Chartered Professional Accountants
of Ontario and an ICD.D
designation from the Institute of Corporate Directors.
Change in Auditor
Following the closing of the Business Combination, SVH changed
its auditors from Davidson &
Company LLP to MNP LLP effective April 24,
2018. At the request of SVH, Davidson & Company resigned as auditors of SVH
effective April 24, 2018. The Board
of directors of SVH appointed MNP LLP as SVH's auditor effective
April 24, 2018, until the next annual
general meeting of the shareholders of SVH.
De-Listing from the TSXV and Listing on the CSE
The common shares of SVH were delisted from the TSX Venture
Exchange as of the close on April 23,
2018. SVH received conditional approval to list its common
shares on the CSE on March 29, 2018
and is currently anticipating an initial trading date of
April 30, 2018.
Forward-Looking Information
Certain portions of this press release contain
"forward-looking information" within the meaning of applicable
Canadian securities legislation, which is also referred to as
"forward-looking statements", which may not be based on historical
fact. Wherever possible, words such as "will", "plans," "expects,"
"targets," "continues", "estimates," "scheduled," "anticipates,"
"believes," "intends," "may," "could," "would" or might, and the
negative of such expressions or statements that certain actions,
events or results "may," "could," "would," "might" or "will" be
taken, occur or be achieved, have been used to identify forward
looking information. Such forward-looking statements include,
without limitation, SVT's receipt of Licensed Producer status and
the timing thereof, the Listing on the CSE, and other
factors.
Forward looking statements should not be read as guarantees
of future events, future performance or results, and will not
necessarily be accurate indicators of the times at, or by which,
such events, performance or results will be achieved, if achieved
at all. Readers should not place undue reliance on such
forward-looking statements, as they reflect management's current
views with respect to future events and are subject to risks and
uncertainties and are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by Marchwell and,
where applicable, management of SVT, are inherently subject to
significant business, economic, regulatory, competitive, political
and social uncertainties and contingencies. Many factors could
cause Marchwell's and, where applicable, SVT's actual results,
performance or achievements to be materially different from any
future results, performance, or achievements that may be expressed
or implied by such forward-looking statements, including among
others, SVT's failure to receive, or delay in receiving, Licensed
Producer status, failure to enter into a definitive agreement with
respect to the Transaction, failure to obtain any of the required
exchange, regulatory, shareholder director or other approvals for
the Transaction, failure to complete the Consolidation, failure to
delist from the TSXV or complete the Listing on the CSE, and the
Amalgamation Agreement being terminated, modified or amended. The
preceding list is not exhaustive of possible factors.
Marchwell disclaims any intent or obligation to update or
revise publicly any forward-looking statements whether as a result
of new information, estimates, future events or results, or
otherwise, unless required to do so by applicable laws. The forward
looking statements contained herein are expressly qualified in
their entirety by this cautionary statement.
SOURCE Santé Veritas Holdings Inc.