VANCOUVER, British Columbia, April 09, 2018 (GLOBE NEWSWIRE) -- Cannabis Wheaton Income Corp. (TSXV:CBW) (the "Company") announces that it has entered into a share purchase agreement (the "Share Purchase Agreement) with Robinson's Cannabis Incorporated ("Robinson's") to acquire all of the issued and outstanding shares of Robinson's (the "Robinson's Shares").
Located in Kentville, Nova Scotia, Robinson's is a privately-owned, late-stage licensed producer applicant under the Access to Cannabis for Medical Purposes Regulations (the "ACMPR") and is currently constructing a 27,700 square foot purpose-built cannabis cultivation facility. Robinson's has successfully completed Health Canada’s paper-based review process and is currently in the “Confirmation of Readiness” (“COR”) stage. Robinson's is actively working to complete the build-out of its proposed cultivation facility and provide a COR submission to Health Canada in order to meet the licensing requirements of the ACMPR.
Pursuant to the Share Purchase Agreement, the Company will acquire all of the issued and outstanding shares of Robinson's (the “Acquisition”). Upon the completion of the Acquisition, Robinson's will become a wholly-owned subsidiary of the Company.
As consideration for the Robinson's Shares, the shareholders of Robinson's (the "Robinson's Shareholders") are entitled to receive aggregate consideration of 9,395,968 common shares in the capital of the Company ("Common Shares"), issued to the Robinson's Shareholders as follows:
i. 5,369,126 Common Shares upon closing of the Acquisition;
ii.2,013,421 Common Shares issued and held in escrow to be released to the Robinson's Shareholders upon Robinson's receiving a cultivation license under the ACMPR; and
iii. 2,013,421 Common Shares issued and held in escrow to be released to the Robinson's Shareholders upon Robinson's receiving a sales authorization under the ACMPR.
The Acquisition remains subject to certain conditions precedent, including receipt of applicable regulatory approvals and the approval of the TSX Venture Exchange.All Common Shares are subject to a statutory hold period expiring on 4 months and 1 day from the date of issuance. In addition, the Robinson's Shareholders have agreed to enter into lock-up agreements in favour of the Company restricting their ability to transfer their Common Shares (the "Locked-up Securities") until the date that is 12 months following the closing of the Acquisition, provided that: (i) one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 4 months and one day following the closing of the Acquisition; and (ii) a further one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 6 months and one day following the closing of the Acquisition; (iii) a further one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 9 months and one day following the closing of the Acquisition.
ON BEHALF OF THE BOARD
"Chuck Rifici" Chairman & CEO
About Cannabis Wheaton (TSX.V:CBW)
Cannabis Wheaton is a collective of entrepreneurs with a passion for the cannabis industry past, present and future. Our mandate is to facilitate growth for our partners by providing them with financial support and sharing our collective industry experience. Our partners all have different visions, voices and brand values, and all share a common goal—to build a world-class industry based on ethics, diversity, quality and innovation.
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Notice Regarding Forward Looking Information:
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the ability to consummate the Acquisition, including the ability to obtain the necessary regulatory approvals, the proposed licensing of Robinson's facility and the expected timing to obtain all necessary licenses required for the proposed operation of the facility, political change; future legislative and regulatory developments involving cannabis; competition and other risks affecting the Company in particular and the cannabis industry generally. By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company or, following completion of the Acquisition, Robinson's, to be materially different from those expressed or implied by such information and statements.
A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: the Transaction can be completed; Robinson's is able to obtain and maintain a cultivation license; the Company is able to successfully manage the integration of Robinson's operations with its own; the Robinson's facility can be completed in the manner currently proposed or at all; Robinson's can obtain all necessary governmental and regulatory permits and approvals for the facility, and whether such permits and approvals can be obtained in a timely manner; the counterparties to the Share Purchase Agreement and related transaction agreements comply with their respective obligations under the Share Purchase Agreement and related transaction agreements; and general economic, financial market, regulatory and political conditions in which the Company and Robinson's operate will remain the same. Additional risk factors are disclosed in the revised annual information form of the Company for the financial year ended December 31, 2016 dated May 23, 2017.
New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. In addition, this release may contain forward-looking information attributed to third party industry sources, the accuracy of which has not been verified by the Company. The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. Readers should not place undue reliance on forward-looking information contained in this release.
The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.