New Leaf Ventures Inc. (OTCPK:NLVVF) (CSE:NLV) has completed the acquisition of High Profile Holdings Corp. by way of a statutory three-cornered amalgamation.
Jason Garnett, CEO and director of Xebra Brands (OTCQB:XBRAF) and director of High Profile, will be joining New Leaf's board of directors and initially acting as chief strategy officer. COO of High Profile Dean Medwid will take on the role of president and chief operating officer.
Transaction Details
The acquisition of High Profile was completed by way of a statutory three-corned amalgamation among New Leaf, High Profile and a wholly-owned subsidiary of New Leaf ("Subco"), whereby all of the issued and outstanding High Profile common shares were acquired by New Leaf and High Profile amalgamated with Subco under the Business Corporations Act (British Columbia). The amalgamated entity continues as a wholly-owned subsidiary of New Leaf under the name "High Profile Holdings Cannabis Corp.".
Pursuant to the transaction, New Leaf issued an aggregate of 9.99 million common shares to the High Profile shareholders, based on a share exchange ratio of 0.052826527 of a New Leaf share for each High Profile common share. The New Leaf shares issued in connection with the transaction are subject to a 24-month lock-up schedule, with 10% being released from lock-up on closing of the transaction, 15% released six months from closing, 20% released 12 months from closing, 25% released 18 months from closing and the remaining 30% released 24 months from closing. Additionally, all of the outstanding share purchase warrants of High Profile became exercisable into New Leaf shares on closing of the transaction in accordance with the exchange ratio and the adjustment provisions of the warrants.
New Leaf also announced the resignation of director Boris Gorodnitsky.
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New Leaf Ventures To Acquire High Profile
新叶风险投资公司。(OTCPK:NLVVF)(CSE:NLV)有完成了对高调控股公司的收购。作为一种法定三角合并。
杰森·加内特董事首席执行官兼首席执行官XEBRA品牌(场外交易:XBRAF)和备受瞩目的董事,将加入New Leaf董事会,最初担任首席战略官。备受瞩目的首席运营官迪恩·梅德维德将担任总裁和首席运营官。
交易细节
对高调的收购是通过新叶、高调及新叶的全资附属公司(“Subco”)之间的法定三项合并完成,据此,所有已发行及已发行的高调普通股均由New Leaf收购,高调与Subco合并于《商业公司法》(不列颠哥伦比亚省)合并后的实体继续作为New Leaf的全资附属公司,名称为“备受瞩目的控股大麻公司。“。”
根据交易,New Leaf向备受瞩目的股东发行合共999万股普通股,其股份交换比率为每股备受瞩目的普通股换一股New Leaf股份0.052826527股。与交易有关而发行的新叶股份须遵守24个月的禁售期,其中10%于交易完成时解除锁定,15%于结束前6个月解除锁定,20%于结束前12个月解除锁定,25%于结束前18个月解除锁定,其余30%于结束前24个月解除锁定。此外,所有备受瞩目的已发行认股权证均可于交易完成时根据换股比率及认股权证的调整条款行使为新叶股份。
新叶也宣布董事辞职鲍里斯·戈洛德尼茨基。
GET您的每日大麻剂量新闻在本辛加大麻上。不要错过对该行业任何重要发展的期望。
图片:Benzinga编辑,照片由Matthias Zmer在Pexels上,SquareFrog在Pixabay上
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