TORONTO, April 25, 2018 /CNW/ - On April 24, 2018 the Issuer (formerly Marchwell
Ventures Ltd. (NEX:MVE.H) ("Marchwell")) and Santé Veritas
Therapeutics Inc. ("SVT") completed the previously announced
business combination (the "Business Combination") among the
Issuer, SVT, and 1148607 B.C. Ltd.
("Marchwell Subco"), creating a medical and adult use
cannabis cultivation company.
The Business Combination was completed by way of a three
cornered amalgamation (the "Amalgamation"), pursuant to
which the Issuer acquired all of the issued and outstanding shares
of SVT ("SVT Shares") and issued one common share in the
capital of the Issuer (a "Share") to SVT shareholders in
exchange for each SVT Share held (the "Share Exchange").
As a result of the Share Exchange, Michael Orr (the "Acquiror"), Chairman of
the Issuer, acquired beneficial ownership and control of (i)
32,110,981 Shares (the "Acquired Shares"); and (ii)
10,000,000 Share purchase warrants (the "Acquired Warrants",
and together with the Acquired Shares, the "Acquired
Securities"). The Acquired Shares represent 12.62% of the
Issuer's issued and outstanding Shares after the Business
Combination on an undiluted basis and 11.54% on a fully diluted
basis. Prior to the Business Combination, the Acquiror did not own
any Shares or Warrants.
Each Acquired Warrant entitles the Acquiror to purchase one
additional Share at a price of $0.12
until October 19, 2020. If all
Acquired Warrants were exercised, the Acquiror would beneficially
own and control 42,110,981 Shares representing 16.56% of Issuer's
issued and outstanding Shares on an undiluted basis and 15.13% on a
fully diluted basis.
The Acquired Shares are being held in escrow pursuant to an
escrow agreement (the "Escrow Agreement") in the form
provided under National Policy 46-201 – Escrow for Initial
Public Offerings. In accordance with the Escrow Agreement, the
Acquired Shares will be released as follows: 10% on the date the
Shares are listed on the Canadian Securities Exchange and six
subsequent releases of 15% each every six months thereafter (as
such percentage amounts refer to the original number of Acquired
Shares deposited into escrow pursuant to the Escrow Agreement).
SOURCE Santé Veritas Holdings Inc.