/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION
MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
CALGARY, June 5, 2018 /CNW/ - Colson Capital Corporation
("Colson" or the "Corporation") (TSXV: COLS.P) and
Honest Inc., dba Province Brands of Canada ("Province Brands"), announce
the signing of a Letter of Intent ("LOI") to acquire all of
the issued and outstanding common shares in the capital of Province
Brands in exchange for common shares in the capital of Colson (the
"Acquisition"), a TSX Venture Exchange ("TSXV")
listed Capital Pool Corporation.
General Information on Colson and Province Brands
Colson is incorporated under the laws of the Province of
Alberta and has a head office in
Calgary, Alberta. The Corporation
is a "capital pool company" under the policies of the TSXV and it
is intended that the Acquisition will constitute the "Qualifying
Transaction" of the Corporation, as such term is defined in TSXV
Policy 2.4 – Capital Pool Companies. The Corporation is a reporting
issuer in the provinces of British
Columbia, Alberta,
Saskatchewan and Ontario.
Province Brands, a company incorporated under the laws of
Canada, is an early stage,
Toronto-based, disruptive premium
adult beverage company founded by veteran entrepreneurs with
extensive experience in the premium alcohol and legal medical and
recreational cannabis industries. Province Brands' patent-pending
process has created the world's first beer brewed using cannabis.
Alcohol-free yet intoxicating, and with a dose-response curve
similar to that of alcohol, Province Brands' cannabis-powered beers
and spirits will challenge the alcohol industry by offering a safer
and healthier alternative that is also low in calories and
sugar. Province Brands is also developing additional premium
spirits and beverages in anticipation of legalization of the use of
cannabis-based products in Canada,
which is anticipated to occur in the early fall of 2019
("Potential Legislative Changes").
"Province Brands' mission is to create safer and healthier
alternatives to alcohol through a portfolio of products that
intoxicate using cannabis, including beer brewed from the cannabis
plant rather than barley. We're starting an entirely new brewing
tradition and we are excited to partner with the public in doing
so," said Dooma Wendschuh, Co-Founder and CEO of Province
Brands.
General Information Regarding the LOI
Province Brands and Colson entered into the LOI on April 27, 2018, which sets out the basic terms
and conditions for the Acquisition. The Acquisition is expected to
be structured as a reverse takeover ("RTO") under the rules
and policies of the TSXV. Upon completion of the Acquisition, the
combined entity (the "Resulting Issuer") will continue to
carry on the business of Province Brands. It is expected that upon
completion of the Acquisition, the Resulting Issuer will meet the
Initial Listing Requirements for a Tier 1 Life Sciences issuer
under the policies of the TSXV.
The transaction terms outlined in the LOI are non-binding, and
the Acquisition is subject to the parties successfully entering
into a definitive agreement (the "Definitive Agreement") in
respect of the Acquisition on or before August 31, 2018 or such other date as Colson and
Province Brands may mutually agree. The LOI also contemplates other
material conditions precedent to the closing of the Acquisition
(the "Closing"), including the completion by Province Brands
of a concurrent financing to raise aggregate gross proceeds of
minimum CDN $5,000,000 (the
"Concurrent Financing"), customary due diligence, compliance
with all applicable regulatory requirements and receipt of all
necessary regulatory, corporate, third-party, board and shareholder
approvals being obtained.
Province Brands expects to complete a private placement of
Series A unsecured, 8% convertible notes for gross proceeds of up
to $11,500,000 (the "Convertible
Note Financing").
Trading Halt
The common shares of Colson are currently halted from trading,
and the trading of common shares of Colson is expected to remain
halted pending completion of the Acquisition.
Additional Information
If and when a Definitive Agreement between the Corporation and
Province Brands is executed, the Corporation will issue a
subsequent press release in accordance with the policies of the
TSXV containing the details of the Definitive Agreement and
additional terms of the Acquisition including information relating
to sponsorship, summary financial information in respect of
Province Brands, and additional information with respect to the
Concurrent Financing, Convertible Note Financing, history of
Province Brands and the proposed directors, officers, and insiders
of the Resulting Issuer upon completion of the Acquisition.
Completion of the Acquisition is subject to a number of
conditions including, but not limited to, completion of the
Convertible Note Financing, completion of the Concurrent Financing,
the satisfaction of the Corporation and Province Brands in respect
of the due diligence investigations to be undertaken by each party,
the completion of a Definitive Agreement in respect of the
Acquisition, closing conditions customary to transactions of the
nature of the Acquisition, approvals of all regulatory bodies
having jurisdiction in connection with the Acquisition, TSXV
acceptance of the Acquisition as the Qualifying Transaction of
Colson and, if required by the TSXV policies, majority of the
minority shareholder approval. Where applicable, the Acquisition
cannot close until the required shareholder approvals are obtained
and there can be no assurance that the Acquisition 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 Acquisition, any information released or
received with respect to the Acquisition 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.
Cautionary Statements
This news release contains "forward-looking information"
within the meaning of applicable securities laws relating to the
proposal to complete the Acquisition and associated transactions,
including statements regarding the terms and conditions of the
Acquisition, the Concurrent Financing, the Convertible Note
Financing and Potential Legislative Changes. The information about
Province Brands contained in the press release has not been
independently verified by the Corporation. Although the Corporation
believes in light of the experience of its officers and directors,
current conditions and expected future developments and other
factors that have been considered appropriate that the expectations
reflected in this forward-looking information are reasonable, undue
reliance should not be placed on them because the Corporation can
give no assurance that they will prove to be correct. Readers are
cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially
from those contemplated by these statements depending on, among
other things, the risks that the parties will not proceed with the
Acquisition, the Concurrent Financing, and the Convertible Note
Financing that the ultimate terms of the Acquisition,
Concurrent Financing, the Convertible Note Financing, any Potential
Legislative Changes and associated transactions will differ from
those that currently are contemplated, and that the Acquisition,
the Concurrent Financing, the Convertible Note Financing, any
Potential Legislative Changes and associated transactions will not
be successfully completed for any reason (including the failure to
obtain the required approvals or clearances from regulatory
authorities). The terms and conditions of the Acquisition may
change based on the Corporation's due diligence and the receipt of
tax, corporate and securities law advice for both Colson and
Province Brands. The statements in this press release are made as
of the date of this release. The Corporation undertakes no
obligation to comment on analyses, expectations or statements made
by third-parties in respect of the Corporation, Province Brands,
their securities, or their respective financial or operating
results (as applicable).
Neither the TSX Venture Exchange, Inc. nor its Regulation
Services Provider (as that term is defined in the polices of the
TSX Venture Exchange) has in any way passed upon the merits of the
Acquisition and associated transactions and neither of the
foregoing entities accepts responsibility for the adequacy or
accuracy of this release or has in any way approved or disapproved
of the contents of this press release.
The common shares have not been and will not be registered
under the United States Securities Act of 1933, as amended and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirement. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be
unlawful.
SOURCE Province Brands of Canada
