TORONTO, June 24, 2021 (GLOBE NEWSWIRE) — Mercury Acquisitions Corp. (“Mercury”) (TSX Venture: MERC.P) is pleased to announce that it has entered into a letter of intent dated June 23, 2021 with Franchise Cannabis Corp. (“Franchise”) to complete a going-public transaction in Canada for Franchise (the “Proposed Transaction”). Mercury intends that the Proposed Transaction will constitute its “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV”). For convenience, Mercury, as it will exist after completion of the Proposed Transaction, is sometimes referred to as the “Resulting Issuer”.
The Proposed Transaction is not expected to be a “non-arm’s length qualifying transaction” under the policies of the TSXV, and the transaction is not a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Proposed Transaction is expected to occur through a merger, amalgamation, asset purchase, share exchange or business combination agreement, pursuant to which Mercury or its subsidiary would acquire all of the issued and outstanding securities of Franchise.
Franchise is a medical cannabis company, incorporated in Ontario, focused on building industry-leading, European focused medical cannabis operations with a strong understanding of the plant, operational excellence and heritage in European pharmaceutical distribution, while providing effective solutions to the growing health needs of the European Union. As such, Franchise is a multi-national operator in the medical cannabis and nutraceutical industries, with principal operations and assets in Germany, Denmark and Colombia. Franchise is working to develop one of the industry’s leading, low-cost global business-to-business supply chains with the goal of providing high-quality pharmaceutical grade medical cannabis to distribution partners and, ultimately, to patients at competitive prices.
If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer will consist of five directors (the “New Directors”), each of whom will be nominated by Franchise, and the executive officers of the Resulting Issuer will be appointed by the New Directors. The New Directors will be put forward and nominated at a meeting of Mercury’s shareholders to be held prior to the completion of the Proposed Transaction.
Mr. Clifford Starke is the CEO and director of Mercury, and the CEO and director of Franchise and, accordingly, he has declared his interests and will abstain from voting in accordance with applicable corporate law.
For the purposes of the Proposed Transaction, the deemed value of each outstanding common share of Mercury will be $0.18 (on a pre-Consolidation basis, as defined below). Pursuant to the Proposed Transaction, it is intended that: (i) the outstanding common shares of Mercury will be consolidated on the basis of a consolidation ratio to be determined based on a valuation prepared by a business valuation firm agreed to by Mercury and Franchise (the “Consolidation”); and (ii) the holders of Franchise shares will receive one common share of the Resulting Issuer in exchange for each outstanding Franchise common share (on a post-Consolidation basis). The outstanding options of Mercury will be adjusted accordingly to reflect the Consolidation. Following the completion of the Proposed Transaction, the securityholders of Franchise will hold a significant majority of the outstanding common shares of the Resulting Issuer. It is also expected that, in connection with the completion of the Proposed Transaction, Mercury will cause its name to be changed to a name determined by Franchise to reflect the business of the Resulting Issuer.
A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; execution of a definitive agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction as Mercury’s Qualifying Transaction by the TSXV; receipt of approval for the listing of the common shares of the Resulting Issuer; shareholders of Franchise approving the Proposed Transaction and such other matters necessary to complete the Proposed Transaction; and shareholders of Mercury approving certain matters ancillary to the Proposed Transaction, including the appointment of the New Directors, subject to the completion of the Proposed Transaction. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in 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 press 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 press release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Notice on forward-looking statements:
This release includes forward-looking information within the meaning of Canadian securities laws regarding Mercury, Franchise and their respective subsidiaries and businesses, which may include, but are not limited to, statements with respect to the Proposed Transaction, the terms on which the Proposed Transaction are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction (and the proposed terms upon which the Proposed Transaction is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the cannabis industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although Mercury and Franchise have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Mercury nor Franchise undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Mercury is a capital pool company governed by the policies of the TSXV. The principal business of Mercury is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
For further information:
Mercury Acquisitions Corp.: Hani Zabaneh, Director, Email: hani@zabaneh.ca. Tel: 604 782-4264.
Franchise Cannabis Corp.: Farhan Lalani, Director, Email: flalani@franchiseglobalhealth.com.
