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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