Latest acquisitions expand TILT’s cultivation, logistics and supply
chain capabilities serving the cannabis industry
BOSTON–(BUSINESS WIRE)–
TILT
Holdings Inc. (“TILT” or the “Company”) (CSE:TILT), a
vertically-integrated infrastructure and technology platform serving the
cannabis industry, announced it has acquired two leading cannabis
companies to expand its capabilities in the cultivation and logistics
spaces. TILT has acquired Blackbird Holdings Corp. (“Blackbird”), a
distribution company providing logistics operations and software
solutions for each touchpoint in the cannabis supply chain. This
announcement is the latest in a series of moves to expand TILT’s
offerings for cannabis businesses and consumers. Today, TILT officially
began trading on the Canadian Securities Exchange under the ticker
symbol “TILT”.
“The Blackbird acquisition represents a major expansion of our
operations and delivery capabilities for cannabis businesses,” said Alex
Coleman, CEO of TILT. “Blackbird has built out an incredible offering of
solutions focused on distribution and last-mile, direct-to-consumer
delivery as well as software for wholesale and retail inventory
management. That is an important element of our portfolio and we’re
happy to welcome Blackbird to the TILT family.”
Blackbird works with more than 250 wholesale and retail cannabis
operators in Nevada and California to transport an average of $30
million in wholesale cannabis products every 30 days. With involvement
in 95% of the cannabis sold in Nevada, Blackbird plans to expand its
capabilities in Massachusetts, Arizona and California. In addition to
back-end delivery and operations solutions for cannabis dispensaries,
Blackbird also includes a consumer marketplace for cannabis delivery and
pick-up called BlackbirdGo. The marketplace, which is currently
operational in California, connects dispensaries and brands with access
to more than 95,000 legal consumers.
“We have an unwavering belief in our mission and vision and the team we
have assembled to execute on both,” said Timothy Conder, CEO of
Blackbird. “We are privileged to get to work in cannabis alongside such
wonderful and talented operators and we recognize our debt to those that
came before us. The TILT acquisition will allow us to increase the scale
and scope of our execution.”
Founded in 2015 in Reno, Nevada, the company has grown to include more
than 130 employees. More information about Blackbird can be found at https://www.myblackbird.com.
Consideration for the Blackbird acquisition consists of US$5M cash and
US$45M in securities. The exchange rate between USD and CAD is
calculated over the 5 days leading up to closing. Compressed shares of
TILT will be issued as consideration at CAD$525, a deemed value of
CAD$5.25 per common share based on 1 compressed share being convertible
into 100 common shares of TILT. The outside date for the closing of the
deal is January 31, 2019.
TILT is also releasing more details about the recently announced
acquisition of Standard Farms.
Standard Farms is a multi-state medical cannabis operator focused on
greenhouse cultivation and Co2 extraction. Standard Farms is in over 95%
of the Pennsylvania’s dispensaries and has shipped over 200,000 units of
product.
The Standard Farms acquisition consists of US$12M cash and US$28M in
securities, subject to reallocation of up to US$5M from cash to
securities. The exchange rate between USD and CAD is calculated over the
5 days leading up to closing. Common shares of TILT will be issued as
consideration at a value of CAD$5.25 per common share or the five day
volume weighted average price of the common shares on the CSE leading up
to the closing date, whichever is lower. Upon approval from local
Pennsylvania regulatory authority, the outside date for the closing of
the deal is March 31, 2019.
As one of the cannabis industry’s most holistic platforms, TILT provides
technology-driven products and services across every stage of the
cannabis supply chain. More information about the company’s other recent
acquisitions and moves within the cannabis industry can be found here.
About TILT
TILT Holdings Inc. is a vertically-integrated technology and
infrastructure platform delivering the most comprehensive range of
products and services across the cannabis industry. TILT strives to
deliver the highest quality products and services through
knowledge-based technology systems for both businesses and consumers.
TILT technologies has a presence in more than 1,000 dispensaries across
the U.S., Canada, Puerto Rico and Jamaica. For more information, please
visit www.tiltholdings.com.
The CSE has neither approved nor disapproved the contents of this
news release.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in the United
States. The securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”) or any state securities laws and may not be offered or
sold within the United States or to U.S. Persons unless registered under
the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
Forward-Looking Information
This news release contains forward-looking information based on
current expectations. Forward-looking information is provided for the
purpose of presenting information about management’s current
expectations and plans relating to the future and readers are cautioned
that such statements may not be appropriate for other purposes. Forward
looking information may include, without limitation, completion of the
acquisitions of Blackbird and Standard Farms, statements regarding the
operations, business, financial condition, expected financial results,
performance, prospects, opportunities, priorities, targets,
goals, ongoing objectives, milestones, strategies and outlook of TILT,
and includes statements about, among other things, future developments,
the future operations, strengths and strategy of the Company. These
statements should not be read as guarantees of future performance or
results. These statements are based upon certain material factors,
assumptions and analyses that were applied in drawing a conclusion or
making a forecast or projection, including TILT’s experience and
perceptions of historical trends, current conditions and expected future
developments, as well as other factors that are believed to be
reasonable in the circumstances.
Examples of the assumptions underlying the forward-looking statements
contained herein include, but are not limited to those related to: the
receipt of all necessary consents and approval for the acquisition of
Blackbird and the acquisition of Standard Farms, the ability of TILT to
obtain necessary financing in the future to pursue its business plans,
the achievement of goals, the obtaining of all necessary permits and
governmental approvals, as well as expectations regarding availability
of equipment, skilled labour and services needed for cannabis
operations, intellectual property rights, development, operating
or regulatory risks, trends and developments in the cannabis industry,
business strategy and outlook, expansion and growth of business and
operations, the timing and amount of capital expenditures; future
exchange rates; the impact of increasing competition; conditions in
general economic and financial markets; access to capital; future
operating costs; government regulations, including future legislative
and regulatory developments involving medical and recreational marijuana
and the timing thereto; receipt of appropriate and necessary licenses in
a timely manner; the effects of regulation by governmental agencies; the
anticipated changes to laws regarding the recreational use of cannabis;
the demand for cannabis products and corresponding forecasted increase
in revenues; and the size of the medical marijuana market and the
recreational marijuana market.
Although such statements are based on management’s reasonable
assumptions at the date such statements are made, there can be no
assurance that they it be completed on the terms described above and
that such forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such forward-looking information. Accordingly, readers
should not place undue reliance on the forward-looking information. TILT
Holdings assumes no responsibility to update or revise forward-looking
information to reflect new events or circumstances unless required by
applicable law.
By its nature, forward-looking information is subject to risks and
uncertainties, and there are a variety of material factors, many of
which are beyond the control of TILT, and that may cause actual outcomes
to differ materially from those discussed in the forward-looking
statements. These factors include, but are not limited to: denial or
delayed receipt of all necessary consents and approvals; need for
additional capital expenditures; increased costs and timing of
operations; unexpected costs associated with environmental liabilities;
requirements for additional capital; reduced future prices of cannabis;
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the cannabis industry;
delays in obtaining governmental approvals, permits or financing or in
the completion of development or construction activities; title
disputes; claims limitations on insurance coverage; risks related to the
integration of acquisitions; fluctuations in the spot and forward price
of certain commodities (such as diesel fuel and electricity); changes in
national and local government legislation, taxation, controls,
regulations and political or economic developments in the countries
where the Company may carry on business in the future; liabilities
inherent in cannabis operations; risks relating to medical and
recreational cannabis; cultivation, extraction and distribution
problems; competition for, among other things, capital, licences and
skilled personnel; risks relating to the timing of legalization
of recreational cannabis; changes in laws relating to the cannabis
industry; and management’s success in anticipating and managing
the foregoing factors.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181206005407/en/
Contact Information:
Joel Milton, President of TILT Holdings
Media Contact:
Anne Baker
InkHouse
Phone:
415-299-6371
press@tiltholdings.com
Investor Contact:
Scott Van Winkle
ICR
Phone:
617-956-6736
investors@tiltholdings.com
Investors.tiltholdings.com
Renmark Financial Communications Inc.
Melanie Barbeau: mbarbeau@renmarkfinancial.com
Tel:
(416) 644-2020 or (514) 939-3989
www.renmarkfinancial.com
Source: TILT Holdings Inc.
Released December 6, 2018