NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, Jan. 20, 2022 (GLOBE NEWSWIRE) — Cedarmont Capital Corp. (“Cedarmont” or the “Company” (TSXV:CCCA.P), a capital pool company under the policies of the TSX Venture Exchange (the “TSXV”), and Shiny Bud Inc. (“ShinyBud”) are pleased to announce that (i) the TSXV has conditionally approved the Company’s proposed qualifying transaction (the “Transaction”) with ShinyBud and Mihi Inc. (“urine”), completion of which will result in a reverse take-over of the Company and anticipated name change to “ShinyBud Corp.” (the “Resulting Issuer”), (ii) the parties have entered into an amending agreement amending the terms of the definitive agreement (the “Combination Agreement”) in respect of the Transaction, and (iii) in accordance with TSXV Policy 2.4 – Capital Pool Companies, the filing on SEDAR (www.sedar.com) of a filing statement (the “Filing Statement”) dated January 19, 2022 in respect of the Transaction, which contains further details about the Transaction and the Resulting Issuer (including the business of ShinyBud and mīhī, which will become the business of the Reporting Issuer).
Pursuant to the terms of the Combination Agreement, assuming completion of the Transaction and, in connection therewith Cedarmont intends on (i) completing a consolidation of its common shares on the basis of one (1) consolidated share (the “Consolidated Shares”) for every 42.7480 pre-consolidation shares outstanding, so that Cedarmont will have approximately 304,107 consolidated shares outstanding after the consolidation, and (ii) changing its name to “ShinyBud Corp.”, or such other name as agreed to by the parties. The Resulting Issuer is also expected to change its stock symbol to “SNYB”. Closing of the Transaction is anticipated to occur today.
The parties have agreed to effect the Transaction by way of a ‘three-cornered’ amalgamation of ShinyBud, mīhī and a wholly-owned subsidiary of Cedarmont (the “Amalgamation”) pursuant to which, among other things, outstanding shares and convertible securities of ShinyBud and mīhī will be exchanged for shares and convertible securities of the Resulting Issuer according to agreed exchange ratios. The Resulting Issuer will thereby become the sole shareholder of the amalgamated corporation resulting from the Amalgamation, and the current shareholders of ShinyBud and mīhī will become shareholders of the Resulting Issuer, as parent corporation.
Pursuant to the Amalgamation, at the Effective Time, among other things: (i) each Shiny Bud Class A Share will be exchanged for 72,278.7 Consolidated Shares (the “Shiny Bud Class A Exchange Ratio”); (ii) each Shiny Bud Class B Share (which will include the shares issuable upon exchange of the Subscription Receipts) will be exchanged for 1.26293 Consolidated Shares (the “Shiny Bud Class B Exchange Ratio”); (iii) each common share of Mihi outstanding will be exchanged for 0.14544 Consolidated Shares (the “My Exchange Account”); (iv) each stock option of Mihi will be exchanged for that number of stock options of the Resulting Issuer as is equal to the Mihi Exchange Ratio, exercisable at an exercise price equal to the exercise price of such option so exchanged multiplied by the Mihi Exchange Ratio; (v) each warrant of Mihi will be exchanged for that number of warrants of the Resulting Issuer as is equal to the Mihi Exchange Ratio, exercisable at an exercise price equal to the exercise price of such warrant so exchanged multiplied by the Mihi Exchange Ratio; (vi) each warrant of Shiny Bud (including the warrants issuable upon exchange of the Subscription Receipts) will be exchanged for that number of warrants of the Resulting Issuer as is equal to the Shiny Bud Class B Exchange Ratio, exercisable at an exercise price of $7.28 per share; (vii) each FirePower Warrant will be exchanged for such number of Replacement FirePower Warrants as is equal to the Shiny Bud Class B Exchange Ratio exercisable at an exercise price equal to $5.064 per share, and (viii) each compensation option of Shiny Bud issued to the agents in connection with the Shiny Bud Private Placement will be exchanged for such number of compensation options of the Resulting Issuer as is equal to the Shiny Bud Class B Exchange Ratio, exercisable at an exercise price of $6.33 per unit.
Upon completion of the Transaction, an aggregate of approximately 10,657,807 Consolidated Shares (undiluted) of the Resulting Issuer are anticipated be outstanding, of which:
- former ShinyBud shareholders (other than subscribers under the Private Placement who become ShinyBud shareholders on conversion of their Subscription Receipts) will hold approximately 77.5%;
- former mīhī shareholders will hold approximately 8.9%;
- current holders of Cedarmont Shares will hold approximately 2.9%; and
- purchasers of Subscription Receipts will hold, in respect of the Underlying Shares they receive on conversion of the Subscription Receipts, approximately 10.7%.
In addition, there are expected to be warrants outstanding in the Resulting Issuer exercisable for 1,719,806 Consolidated Shares, options exercisable for 980,012 Consolidated Shares and 78,986 Consolidated Shares issuable upon settlement of restricted share units.
Subject to satisfaction or waiver of outstanding conditions precedent agreed between the parties, closing steps in respect of the Transaction are expected to commence today and culminate in the submission of articles of amalgamation to effect the Amalgamation. Upon the Amalgamation becoming effective, the outstanding shares and convertible securities of ShinyBud and mīhī will be exchanged for shares, options and warrants of the Resulting Issuer.
Trading in the Cedarmont shares remains halted in accordance with TSXV policies, and will not resume until after completion of the Transaction and acceptance by the TSXV of final post-closing documentation for filing.
A subsequent news release will be issued by the Company providing an update on closing of the Transaction, and a date for recommencement of trading on the TSXV.
Capitalized terms not otherwise defined herein have the meanings given to them under the Filing Statement.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
For further information, contact, Josh Cooksley of mīhī on behalf of ShinyBud, at firstname.lastname@example.org or at (647) 637-5079, or Jaimie Grossman, Chief Executive Officer of the Company, at email@example.com or at (416) 369-5265.
The information provided in this news release regarding ShinyBud and mīhī has been provided by ShinyBud and mīhī and has not been independently verified by the Company.
Completion of the Transaction remains subject to a number of conditions. 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 filing statement 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.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
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.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless they are registered under the United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable exemption from the such U.S. registration requirements is available. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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 forward-looking information in this news release includes disclosure about the anticipated terms of and closing of the Transaction. The Company, ShinyBud and mīhī have 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 and mīhī 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: failure of the TSXV to approve of the Transaction; failure of the shareholders of Cedarmont, ShinyBud or mīhī to approve certain matters placed before a shareholders meeting; adverse market conditions; the inability of the Company, ShinyBud or mīhī to complete the Transaction on the terms disclosed in this news release, or at all; 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 Canada and available at www.sedar.com. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.