/NOT FOR DISTRIBUTION TO
On
- the exchange ratio at which Hoist will acquire each issued and outstanding common share in the capital of Hempshire (each, a "Hempshire Share") has been revised to 20.0 common shares in the capital of Hoist ("Hoist Shares") at a deemed price of
C$0.10 per Hoist Share prior to giving effect to the proposed consolidation of the Hoist Shares on the basis of one post-consolidation Hoist Share for every four (4) pre-consolidation Hoist Shares (the "Consolidation") (representing 5.0 Hoist Shares for every one Hempshire Share after giving effect to the Consolidation); and - the non-brokered private placement (the "Private Placement") of units ("Units") of Hempshire to be completed concurrent with the completion of the Transaction has been re-priced to
C$1.40 per Unit and the exercise price for the Hempshire Share purchase warrants (each, a "Hempshire Warrant") underlying such Units has been re-priced to$2.40 per Hempshire Warrant.
In addition to the proposed directors and officers of the Resulting Issuer who were previously announced on
At the closing of the Transaction,
About
Hoist, a corporation incorporated under the laws of the Province of
About
Incorporated in 2019, Hempshire formulates and markets its own proprietary brands under the MOUNTAIN® Smokes brand name, including MOUNTAIN® Originals cannabidiol hemp smokes ("CBD Hemp Smokes") with <0.3% THC, and MOUNTAIN® Zeros CBD Hemp Smokes with non-detectible, <0.0001% THC, and has additional proprietary brands under development. Hempshire also offers private white-labeling services and contract manufacturing services, through its partners, for significant non-owned CBD Hemp Smoke brands in
Hempshire's products are currently, or in the process of, being distributed internationally in
Certain financial information in respect of Hempshire for the year ended
Year ended | Three months ended | |
Assets | 678,243 | 649,841 |
Liabilities | 1,513,700 | 2,029,436 |
Revenues | 286,351 | 23,389 |
Net Profit (Loss) | (2,163,384) | (669,138) |
Additional Information
Additional information regarding the Transaction, Hempshire, the Resulting Issuer, the financial statements of Hempshire and pro forma financial statements of the Resulting Issuer after giving effect to the Transaction will be made publicly available in due course under a filing statement to be filed on SEDAR at www.sedar.com.
Reader Advisory
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
This press release is not an offer of the securities for sale in
The
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the Transaction, the completion and timing of the Transaction, the Private Placement, the completion and timing of the Private Placement, the Resulting Issuer's corporate strategy, and the anticipated benefits of the Transaction. This news release also contains forward-looking statements and information relating to: the Resulting Issuer's business, strategies, expectations, planned operations and future actions; the Resulting Issuer's intention and ability to grow its business, operations and product offerings; expectations regarding growth rates, growth plans and strategies; the management team and the performance thereof; and the general economic, financial market, regulatory and political conditions in which the Resulting Issuer operates.
The forward-looking statements and information are based on certain key expectations and assumptions made by Hoist, including expectations and assumptions concerning: Hoist, Hempshire and the Resulting Issuer; the Private Placement; the Transaction, including the satisfaction of (i) all required regulatory, governmental and third party approvals, and (ii) all other closing conditions in accordance with the terms of the Agreement; the securities markets and general business and economic conditions, including the ongoing impact of COVID-19; the future operations of, and transactions completed by, the Resulting Issuer, including its ability to successfully implement its growth strategies and business plan; ongoing ability to conduct business in the regulatory environments in which the Resulting Issuer operates and may operate in the future; and applicable laws not changing in a manner that is unfavorable to the Resulting Issuer. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
Although Hoist believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Hoist can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to inherent risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Without limitation, these risks and uncertainties include: the parties being unable to obtain TSXV approval; risks associated with the cannabis or hemp industries in general; the size of the emerging industrial hemp market; constraints on marketing products; risks inherent in the agricultural business; actions and initiatives of federal and provincial governments and changes to government policies and the execution and impact of these actions, initiatives and policies; the Resulting Issuer's interpretation of and changes to federal and state laws pertaining to hemp; incorrect interpretation of
In addition, Hoist cautions that current global uncertainty with respect to the spread of the COVID-19 virus and its effect on the broader global economy may have a significant negative effect on the Resulting Issuer. While the precise impact of the COVID-19 virus on Hoist, Hempshire and the Resulting Issuer remains unknown, rapid spread of the COVID-19 virus may continue to have a material adverse effect on global economic activity, and may continue to result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Resulting Issuer.
Readers are cautioned that the assumptions used in the preparation of forward-looking information, although considered reasonable at the time of preparation, may prove to be imprecise. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and accordingly there can be no assurance that such expectations will be realized. Hoist undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking information contained herein is expressly qualified by this cautionary statement.
SOURCE
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