Positions Company to Accelerate Growth Across the Cannabis Industry
With Closing of Business Combination
BOSTON–(BUSINESS WIRE)–
TILT Holdings Inc. (“TILT” or the “Company”), which is a
vertically-integrated technology and infrastructure platform delivering
a comprehensive range of products and services across the cannabis
industry, announces the successful closing of an equity capital raise
(the “Offering”) by a special purpose financing entity (“Finco”)
resulting in aggregate gross proceeds of approximately US$119 million.
The Offering was completed in contemplation of the closing of the
previously announced proposed merger (the “Business Combination“)
of Baker Technologies Inc. (“Baker“), Briteside Holdings LLC
(“Briteside“), Sea Hunter Therapeutics, LLC (“Sea
Hunter“) and Santé Veritas Holdings Inc. (“SVT“)
(CSE: SV) to form one of the industry’s most comprehensive platforms, to
be operated under the name TILT Holdings Inc. Pursuant to the Offering,
Finco issued 22,886,858 subscription receipts at a price of C$5.25 per
subscription receipt (the “Subscription Receipts”). The
gross proceeds of the Offering, less 50% of the Agents’ (as defined
below) commission, were held in escrow pending the closing of the
Business Combination.
The Offering was completed by a syndicate of agents lead by Canaccord
Genuity Corp. and including Cormark Securities Inc., Eight Capital
Corp., GMP Securities L.P., PowerOne Capital Markets Limited, Haywood
Securities Inc. and Gravitas Securities Inc. (collectively, the “Agents”).
Each Subscription Receipt automatically converted into one Finco common
share immediately prior to and in connection with the completion of the
Business Combination, without payment of additional consideration or
further action on the part of the holder, and the funds held in escrow,
less 50% of the Agents’ commission, were released to the Company. As
part of the Business Combination, each Finco common share was exchanged
for one common share of the Company (each a “TILT Share”).
In addition to the Offering, Finco completed a concurrent non-brokered
private placement offering of 6,961,659 special shares of Finco, which
raised additional funds of approximately US$28,140,000. In connection
with the Business Combination, each special share was exchanged for 0.01
compressed shares in the capital of TILT.
The TILT Shares have been conditionally approved for listing on the
Canadian Securities Exchange (the “CSE”) under the ticker “TILT”.
Listing and trading of the TILT Shares is anticipated to commence by the
end of the month.
The combination of four leading cannabis businesses enables TILT to
deliver complementary products and services designed to empower the
legal cannabis industry in markets throughout the world. The Business
Combination results in the creation of two market dominant business
lines, focused on infrastructure and technology which, along with the
people and capital, allows TILT to deliver the best products to
businesses and consumers. To further expand on this strategy, the
merging companies have completed numerous complementary acquisitions,
adding both assets and technologies in multiple markets and have a
significant pipeline of transactions under review.
“With TILT we are building a technology-driven infrastructure solution
to maximize customer engagement and product delivery while also enabling
industry participants to scale across new markets with these same
systems,” said Alex Coleman, Co-Chairman and Chief Executive Officer of
TILT, and co-founder of Sea Hunter. “We intend to leverage the Business
Combination and the net proceeds of the Offering to accelerate our
growth across the cannabis industry with a pipeline of infrastructure
expansions, acquisitions and partnerships. We are well-positioned to
effectively and efficiently capitalize on the consolidation that is
occurring across most markets in the industry with the goal of
delivering the highest quality products and services where laws permit.”
Upon completion of the Business Combination, TILT will operate
production facilities in multiple markets across the US and
internationally, delivering genetically researched cannabis products
through vertically integrated operations, largely through the wholesale
market in partnership with retail operators. The Company will also
provide a comprehensive suite of software and services to these same
retail partners, helping them connect with over 2 million unique retail
customers with knowledge based promotional activities. Presently, more
than 1,000 dispensaries across the U.S, Canada, Puerto Rico and Jamaica
are using solutions from Baker Technologies.
“With a presence in a third of all U.S. dispensaries, TILT – through
Baker – will have a proven track record of engaging consumers and
optimizing dispensary operations and revenue,” added Coleman. “With this
capital raise, we are poised to grow our market share and enable more
retailers to increase store traffic, revenue and customer loyalty.”
About TILT Holdings
TILT 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`s technologies will have 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 not in any way passed upon the merits of the Offering,
the Transaction or the listing of the common shares of the resulting
issuer, and has neither approved nor disapproved the contents of this
news release. Approval of the CSE for the listing of the TILT Shares
will be subject to, among other things, the Company satisfying the
listing requirements of the CSE. There can be no assurance that the
approval of the CSE regarding the listing of the resulting issuer shares
will be obtained.
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, 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, the closing
of the Business Combination, future developments, the future operations,
strengths and strategy of the Company, and the listing of the TILT
Shares on the CSE. 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,
Baker’s, Briteside’s, Sea Hunter’s and SVT’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
ability of TILT to obtain necessary financing 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 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 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 the Company, Baker, Briteside, Sea
Hunter, or SVT, 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/20181121005561/en/
Media Contact:
Jill Gerig
InkHouse
Phone
415-299-6600
TILT@inkhouse.com
Investor Contact:
Scott Van Winkle
ICR
617-956-6736
scott.vanwinkle@icrinc.com
Source: TILT Holdings Inc.
Released November 21, 2018