Toronto, Ontario–(Newsfile Corp. – Might 3, 2021) – Britannia Bud Canada Holdings Inc. (d/b/a Britannia Life Sciences) (“Britannia“) and RISE Life Science Corp. (CSE: RLSC) (“RISE“) are happy to announce that Britannia, RISE and 2830026 Ontario Inc. (“RISE Subco“), a wholly-owned subsidiary of RISE, have entered right into a enterprise mixture settlement dated April 30, 2021 (the “Definitive Settlement“) in respect of their previously-announced transaction. Completion of this transaction will lead to a reverse takeover of RISE (the “RTO“) and can represent a “basic change” of RISE pursuant to the insurance policies of the Canadian Securities Trade (the “CSE“). On this information launch, references to the “Ensuing Issuer” are to RISE following the closing of the RTO.
Peter Shippen, Chief Govt Officer of Britannia, said: “We’re excited to take this essential subsequent step in our firm’s improvement and imagine this transaction brings us some engaging and complementary belongings, which can additional our development and improvement. That mentioned, our workforce has already began to look past this transaction and is keen to proceed executing on our technique of being the worldwide product improvement and lab accomplice of option to hashish corporations, in addition to our present shoppers within the beauty, meals and nutraceutical industries. I might wish to thank all of our shareholders for his or her help.”
Scott Secord, Govt Chairman of RISE, said: “RISE believes this transaction is extraordinarily engaging to its shareholders and we’re excited to help the technique of Britannia and its administration workforce going ahead. Britannia’s present operations and imaginative and prescient for future development aligns nicely with the rising marketplace for product improvement and lab testing providers within the hashish sector. I wish to thank all of RISE’s stakeholders for his or her help of this transaction with Britannia.”
The Definitive Settlement was executed amongst Britannia, RISE and the RISE Subco, a wholly-owned subsidiary of RISE integrated underneath the Enterprise Companies Act (Ontario) (the “OBCA“). The Definitive Settlement supplies for, amongst different issues, a triangular amalgamation pursuant to which: (i) Britannia will amalgamate with RISE Subco underneath the OBCA to type one company (“Amalco“); (ii) the securityholders of Britannia will obtain securities of the Ensuing Issuer at an trade ratio of 120 (the “Trade Ratio“) widespread shares of the Ensuing Issuer (the “Ensuing Issuer Shares“) for each widespread share of Britannia (the “Britannia Share“), topic to adjustment for a Consolidation (as outlined beneath), all within the method contemplated by, and pursuant to, the phrases and circumstances of the Definitive Settlement.
In reference to the RTO, amongst different issues, the board of administrators and administration of the Ensuing Issuer might be reconstituted with nominees of Britannia. As well as, if requested by Britannia, RISE will: (i) change the title of the Ensuing Issuer to a reputation requested by Britannia and acceptable to the regulatory authorities (the “Title Change“), and (ii) previous to or following the completion of the RTO, consolidate the widespread shares of RISE (“RISE Shares“) or the Ensuing Issuer Shares, because the case could also be (the “Consolidation“), on such phrases as could also be decided by the board of administrators of RISE (and as directed by Britannia), or if decided to happen after the completion of the RTO, the board of administrators of the Ensuing Issuer, in its sole discretion if permitted by the shareholders of RISE.
Previous to the execution of the Definitive Settlement, RISE accomplished a personal placement of subscription receipts of RISE (the “RISE Concurrent Financing“) and Britannia accomplished a personal placement of convertible debenture items (the “Britannia Concurrent Financing“).
RISE Concurrent Financing: Pursuant to the RISE Concurrent Financing, 1,331 subscription receipts of RISE (the “RISE Subscription Receipts“) have been issued at a value of US$1,000 per RISE Subscription Receipt for combination gross proceeds of US$1,331,000 (the “RISE Financing Proceeds“). With the execution of the Definitive Settlement, the escrow launch circumstances governing the conversion of the RISE Subscription Receipts have been glad. Accordingly, the RISE Subscription Receipts have been robotically transformed into an combination of 103,019,400 widespread shares of RISE (every, a “RISE Share“), and 103,019,400 widespread share buy warrant of RISE (every, a “RISE Warrant”), primarily based on the Trade Ratio. Every RISE Warrant entitles the holder thereof to amass one RISE Share at a value of $0.021 per RISE Share for a interval of 24 months from the date of issuance.
Britannia Concurrent Financing: Pursuant to the Britannia Concurrent Financing, 6,127 convertible debenture items of Britannia (“Britannia Convertible Debenture Models“) have been issued at a value of US$1,000 or C$1,270, on the possibility of the subscriber thereof, per Britannia Convertible Debenture Unit for combination proceeds of US$6,127,000 (or the Canadian greenback equal). Every Britannia Convertible Debenture Unit was comprised of US$1,000 principal quantity of 10% 2-year convertible senior unsecured debentures (“Britannia Debentures“) of Britannia and 645 share buy warrants of Britannia (“Britannia Warrants“). Every Britannia Debenture is convertible at any time previous to the shut of enterprise on the final enterprise day instantly previous six months of the cut-off date, into that variety of shares computed on the idea of the principal quantity of the Britannia Debentures divided by the conversion value of US$1.55 per Britannia Share (the “Britannia Debenture Conversion Value“). Every Britannia Warrant entitles the holder thereof to buy one Britannia Share at a value of US$2.00 for a interval of 24 months from the date of issuance. Based on their phrases, the Britannia Debentures will robotically convert into Britannia Shares on the Britannia Debenture Conversion Value instantly previous to the RTO.
The Definitive Settlement was negotiated at arm’s size between representatives of Britannia and RISE. A duplicate of the Definitive Settlement might be out there on SEDAR (www.sedar.com) underneath RISE’s issuer profile. As well as, a duplicate of a administration info round referring to an annual and particular assembly of shareholders of RISE to, amongst different issues, approve the RTO, the Title Change (if relevant), the Consolidation (if relevant) and different company issues might be out there in the end on SEDAR (www.sedar.com) underneath RISE’s issuer profile.
Completion of the RTO is topic to various circumstances, together with receipt of all obligatory shareholder and regulatory approvals, and the conditional approval of the CSE for the itemizing of the Ensuing Issuer Shares following completion of the RTO.
The CSE has by no means handed upon the deserves of the proposed RTO and has neither permitted nor disapproved the contents of this information launch. All info contained on this information launch with respect to Britannia and RISE was equipped by every occasion respectively for inclusion herein and every occasion has relied on the accuracy of such info with out unbiased verification. The widespread shares of RISE will stay halted till all necessities of the CSE have been met and the resumption of buying and selling is permitted by the CSE.
Bennett Jones LLP is authorized counsel to Britannia and Irwin Lowy LLP is authorized counsel to RISE. Blue Deer Capital Companions (“Blue Deer“) acted as monetary advisor to Britannia.
About Britannia Bud Canada Holdings Inc.
Britannia Bud Canada Holdings Inc. (dba Britannia Life Sciences) is a UK and Europe targeted laboratory providers and product improvement firm delivering end-to-end help for corporations growing merchandise within the areas of cosmetics, meals and nutraceuticals. Britannia’s industry-leading providers embody formulations, security assessments, analytical testing, regulatory help, shopper evaluations and scientific trials. Britannia has garnered important experience within the improvement of topical and edible hashish merchandise in addition to authorized and regulatory points together with novel meals authorizations.
Britannia’s head workplace is situated at 120 Adelaide Road West, Suite 2400, Toronto, Ontario, M5H 1T1.
For additional info, please contact Britannia:
Chief Govt Officer
Phone: (416) 930-7711
E-mail: [email protected]
About RISE Life Science Corp.
RISE is at the moment growing and evolving medical and adult-use CBD formulations to create basic use well being and well-being merchandise for the rising shopper class. By its wholly-owned subsidiary, Life Bloom Organics, RISE’s portfolio of CBD merchandise contains basic wellness, sleep, sports activities and muscle restoration merchandise, in addition to sexual well being and PMS merchandise. RISE additionally leverages its proprietary technique of nanotizing CBD for elevated bioavailability for the formulation of future merchandise, each underneath its owned manufacturers and on a white-label foundation.
RISE’s head workplace is situated at 120 Adelaide Road West, Suite 2210, Toronto, Ontario, M5H 1T1.
For additional info, please contact RISE:
Phone: (416) 443-9259
E-mail: [email protected]
Cautionary Assertion Concerning Ahead-looking Statements
Sure statements contained on this information launch could also be deemed “ahead‐trying statements” throughout the that means of relevant Canadian and U.S. securities legal guidelines. These ahead‐trying statements, by their nature, require Britannia and RISE to make sure assumptions and essentially contain recognized and unknown dangers and uncertainties that would trigger precise outcomes to vary materially from these expressed or implied in these ahead‐trying statements. Ahead–trying statements will not be ensures of efficiency. Phrases comparable to “could”, “will”, “would”, “may”, “count on”, “imagine”, “plan”, “anticipate”, “intend”, “estimate”, “proceed”, or the adverse or comparable terminology, in addition to phrases often used sooner or later and the conditional, are meant to determine forward-looking statements. Info contained in forward-looking statements, together with with respect to circumstances to the consummation of the RTO might be glad; the proposed annual and particular assembly of shareholders of RISE; the timing for completion of the RTO, if accomplished in any respect; expectations for the results of the RTO or the flexibility of the Ensuing Issuer to efficiently obtain enterprise aims, and expectations for different financial, enterprise, and/or aggressive components is predicated upon sure materials assumptions that have been utilized in drawing a conclusion or making a forecast or projection, together with administration’s perceptions of historic traits, present circumstances and anticipated future developments, in addition to different concerns which might be believed to be applicable within the circumstances.
The ahead–trying statements set forth herein regarding every of Britannia and RISE replicate their respective administration’s expectations as on the date of this information launch and are topic to vary after such date. Britannia and RISE disclaim any intention or obligation to replace or revise any forward-looking statements, whether or not on account of new info, future occasions or in any other case, apart from as required by regulation.
The CSE has by no means handed upon the deserves of the proposed RTO and has neither permitted nor disapproved the contents of this information launch. All info contained on this information launch with respect to Britannia and RISE was equipped by every occasion respectively for inclusion herein and every occasion has relied on the accuracy of such info with out unbiased verification.
To view the supply model of this press launch, please go to https://www.newsfilecorp.com/release/82650