Trading symbol: TSX-V-NEX: ENTH.H
VANCOUVER, BC, June 25, 2021 /CNW/ - Entheos Capital Corp. (the
"Company"), announces that, further to its press release dated
February 11, 2021, it has entered
into a definitive share exchange agreement dated for reference
March 15, 2021 with the BC Bud
Corporation ("BCBC") and all of its shareholders for the
acquisition of all of the issued and outstanding shares of BCBC
(the "Transaction").
Upon the successful completion the proposed acquisition of the
securities of BCBC (the "Transaction"), it is anticipated that the
Company will carry on the business of BCBC (the "Resulting Issuer")
and will seek to delist its common shares from the TSX Venture
Exchange ("TSXV") and list its common shares on the Canadian
Securities Exchange ("CSE") such that on the date of closing, the
common shares of the Resulting Issuer would be listed on the CSE as
a life science issuer in the cannabis industry. The Transaction
constitutes a 'reverse takeover' of the Company.
Transaction Summary
As previously announced, pursuant to the Transaction, the
Company will issue 26,250,000 common shares in its capital ("ENTH
Shares") to the holders of common shares in the capital of BCBC
("BCBC Shares").
The Transaction is subject to a number of terms and conditions,
including, but not limited to, the approval of a majority of the
minority shareholders in the Company at a meeting of shareholders
to be held on July 29, 2021, and the
approval of the CSE and other applicable regulatory authorities.
Additionally, the delisting of the ENTH Shares in advance of the
listing on the CSE will also require the approval of a majority of
the minority shareholders in the Company.
As previously noted, two directors of the Company, being CEO
Brayden Sutton and Director
Josh Taylor are each the holders of
40% of the issued and outstanding shares of BCBC, the Transaction
constitutes a 'related party transaction' as defined in
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). As a result, the
completion of the Transaction will be subject to the valuation and
majority of the minority shareholder approval requirements of MI
61-101.
The Transaction has been reviewed and considered by the
Company's independent director. Malahat Valuation Group has
prepared an initial valuation report dated December 21, 2020 in respect of BCBC which
concludes that the fair market value of BCBC is in the range of
$7.9-$8.7
million.
Management and Board of Directors of Resulting
Issuer
As previously announced, upon completion of the Transaction,
Corey Larricq will resign as a
Director of the Company and Samantha
Shorter will resign as Chief Financial Officer of the
Company. Brayden Sutton will remain
as CEO and a Director and Josh
Taylor will remain as a Director and be appointed as
President.
In addition, the Company is pleased to announce that
Dayna Lange and Justin Chorbajian will join the board of the
Company on completion of the Transaction.
Ms. Lange is a founding partner, the Managing Director, Chief
Financial Officer and Chair of the Board of Tricanna Industries
Inc., a Standard Processor in the cannabis industry, located in
Mission, British Columbia. She is
also the Alternate Responsible Person on the Company's Health
Canada license, assisting the Responsible Person with regulatory
compliance reporting. In her journey from transforming a 'pipe
dream' that started in 2018 to the business that it is today, she
has grown to a team of over 30 employees in just a few short months
since obtaining their Health Canada license. The many challenges
and roadblocks encountered along the way has fed her soul and
ignited her passion to push forward and not give up in times when
that would have been the easier choice. She is proud to be working
with some of the top growers and brands in the Canadian Cannabis
industry as their processing partner and is excited to continue to
grow Tricanna's top tier customer base by way of delivering high
quality, trusted and reliable packaging and processing solutions to
the industry. Dayna is currently filling not only the role of
Managing Director, but also CFO, in charge of all financial and
accounting functions, budgeting, safeguarding of assets, sales and
customer relationships, vendor relationships, and human resource
functions of the company. Previous to Tricanna, Ms. Lange spent the
last 15 years working as a public practice accountant. She obtained
her Chartered Accounting designation in 2009 and went on to
complete her In Depth Tax Course with the BC Institute of Chartered
Accountants. Ms. Lange is a Chartered Professional Accountant
Mr. Justin Chorbajian is the
co-owner of the largest chain of privately owned hydroponic shops
in Canada and has operated in the
retail market for over 20 years, including co-creating Green Plant
Nutrients and Green Planet Wholesale. These companies complete his
vertical integration in the cannabis industry, including both
manufacturing and distributing hydroponic equipment. His companies
operate in the UK, Australia and
North America. Mr. Chorbajian is a
frequent contributor on 'Growing Exposed' a leading video series on
cannabis cultivation.
The Company will identify a new Chief Financial Officer and
Corporate Secretary and provide an update once confirmed.
Shareholder Meeting
Approval for the Transaction will be sought from the Company's
shareholders at the annual and special meeting of shareholders
currently scheduled for July 29,
2021, which will be held electronically. Materials for the
meeting will be mailed to shareholders of the Company on
July 2, 2021 and posted under the
Company's profile on SEDAR at www.sedar.com.
Information Concerning BCBC
BCBC is incorporated under the laws of Canada and is an early-stage company pursuing
premium recreational cannabis products in the cannabis industry
through licensing, manufacturing and joint venture agreements with
licensed producers under the Cannabis Act. BCBC is a not a
licensed producer. Its expected branded products will include The
BC Bud Co. flower products, edibles under the brand 'Canna Beans',
concentrates sold as Solventless Solutions, 'Buds' beverages line
and select lifestyle apparel.
Trading Halt
The Company's shares continue to be halted from trading and are
expected to remain hated pending completion of the Transaction. The
Company does not anticipate that trading of its shares will resume
on the NEX and will only re-commence upon listing with the CSE.
Forward-Looking Statements
This news release contains certain "forward looking statements"
including, for example, statements relating to the completion of
the Transaction and the Resulting Issuer's anticipated share
capital. Such forward-looking statements involve risks and
uncertainties, both known and unknown. The results or events
depicted in these forward-looking statements may differ materially
from actual results or events. In addition to other factors
and assumptions which may be identified herein, assumptions have
been made regarding and are implicit in, among other things:
receipt of regulatory approvals, the Company's ability to complete
the Transaction, the state of the capital markets, the impact of
the COVID-19 pandemic, the ability of the Resulting Issuer to
successfully manage the risks inherent in pursuing business
opportunities in the cannabis industry, and the ability of the
Resulting Issuer to obtain qualified staff, equipment and services
in a timely and cost efficient manner to develop its
business. Any forward-looking statement reflects information
available to the Company as of the date of this news release and,
except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events or results or otherwise.
Entheos Capital Corp.
"Brayden R.
Sutton"
_______________________________________
Brayden
R. Sutton, Chief Executive Officer
Neither the 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.
Completion of the Transaction is subject to a number of
conditions, including stock exchange acceptance and majority of the
minority Shareholder approval. 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
Information Circular and Listing 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 the Company should be considered highly speculative. The TSX
Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
SOURCE Entheos Capital Corp.