/NOT FOR DISTRIBUTION TO
Trading on TSXV to commence on February 2, 2022
The ShinyBud common shares will commence trading on the TSXV on
Prior to closing of the Transaction, the Company completed a consolidation of its common shares (the "Consolidation") on the basis of 42.7480 pre-Consolidation common shares to 1 post-Consolidation common share, which reduced the number of outstanding common shares to 304,124. The Company also changed its name from "
A total of 10,353,675 new post-Consolidation common shares were issued at closing of the Transaction to former SBI and mīhī shareholders, including to former holders of the subscription receipts issued and sold by SBI in Fall 2021 in anticipation of the Transaction. Accordingly, ShinyBud now has 10,657,799 common shares outstanding.
"Completing this transaction marks several significant achievements for our Company," said
The Transaction was effected by way of a 'three-cornered' amalgamation of SBI, mīhī and a wholly-owned subsidiary of the Company under the Canada Business Corporations Act (the "Amalgamation") made effective at
Of the 10,657,799 common shares of the Company currently outstanding:
- former SBI shareholders (other than former holders of the subscription receipts referred to below) hold 8,269,354 shares, or approximately 77.6% of the total;
- purchasers of the 899,550 subscription receipts issued and sold by SBI in Fall 2021 pursuant to a
$7,196,400 private placement completed in anticipation of the Transaction hold, in respect of the SBI shares they received on conversion of the subscription receipts in accordance with their terms, 1,136,055 shares, or approximately 10.7% of the total; - former mīhī shareholders hold 948,266 shares, or approximately 8.9% of the total; and
- original Cedarmont shareholders hold 304,124 shares, or approximately 2.9% of the total.
In addition, after giving effect to adjustments to previously issued stock options and compensation warrants of Cedarmont resulting from the Consolidation, the issuance by ShinyBud of replacement options and replacement warrants in exchange for options and warrants of SBI and mīhī pursuant to the terms of the Amalgamation, and the new stock option and deferred share unit (DSU) grants referred to below, up to an additional 2,842,738 common shares of the Company are potentially issuable pursuant to the exercise or conversion of outstanding warrants, options and DSUs.
Upon closing of the Transaction, the board of directors and executive management team of the Company was reconstituted. Following closing, an aggregate of 910,123 stock options were granted to new directors, officers and employees, each exercisable at a price of
For further information regarding the Company, the Transaction and the outstanding securities, please refer to the Filing Statement of Cedarmont dated
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. The Company, has made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of ShinyBud to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; reliance on key and qualified personnel; regulatory and other risks associated with the cannabis industry in general, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of
About ShinyBud
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