CALGARY, June 28, 2018 /CNW/ - Aldershot Resources
Ltd. (the "Company") (TSX VENTURE: ALZ) is pleased to
announce: (i) the completion of the previously announced
non-brokered private placement of common shares ("Common
Shares") and units ("Units") of the Company for
aggregate gross proceeds of $25.6
million (the "Private Placement"), including an
aggregate investment of $4.44 million
by Canopy Rivers Corporation ("Canopy Rivers") and Green
Acre Capital ("Green Acre" and, together with Canopy Rivers,
the "Strategic Investors"); (ii) the formation of an
advisory committee (the "Advisory Committee") comprised of
nominees of Canopy Rivers and Green Acre; (iii) the appointment of
a new management team (the "New Management Team") and board
of directors (the "New Board"); and (iv) the execution of an
administrative services agreement (the "Administrative
Services Agreement") with Solo Liquor Stores Ltd. ("Solo
Liquor"), Canada's largest
private liquor retailer, in respect of the Company's new
retail-focused cannabis business strategy as "Solo Growth
Corp."™.
Private Placement
Pursuant to the Private Placement, the Company issued an
aggregate of 512,000,000 Common Shares and Units at a price of
$0.05 per Common Share or Unit, as
applicable, for aggregate gross proceeds of $25.6 million, representing an upsize of
$0.6 million from the previous
announcement. Units were issued to subscribers that are members of
the New Management Team and Common Shares were issued to all other
subscribers. Each Unit is comprised of one Common Share and one
performance-based Common Share purchase warrant (each, a
"Performance Warrant"). Each Performance Warrant will
entitle the holder to purchase one Common Share at a price of
$0.05 for a period of five
years. The Performance Warrants will vest and become exercisable as
to one-third upon the 20-day volume weighted average trading price
of the Common Shares (the "Market Price") equaling or
exceeding $0.10, an additional
one-third upon the Market Price equaling or exceeding $0.125 and a final one-third upon the Market
Price equaling or exceeding $0.15. In
addition, in the event the Market Price equals or exceeds
$0.175, each Performance Warrant
shall be exercisable for 1.5 Common Shares, provided that, at the
time of exercise in respect of the additional 0.5 of a Common Share
per Performance Warrant (the "Performance Incentive"), the
Common Shares are listed on the facilities of a recognized stock
exchange (other than the TSX Venture Exchange (the "TSXV")),
the Common Shares are acquired for cash or for the securities of a
company listed on a recognized stock exchange (other than the
TSXV).
Pursuant to applicable securities laws, all securities issued
pursuant to the Private Placement will be subject to a hold period
of four months plus one day following the date of issuance of such
securities.
The New Management Team intends to use the net proceeds from the
Private Placement to establish and launch a leading retail cannabis
business in Western Canada. The New Management Team expects to
execute the corporate strategy by capitalizing on its collective
experience in the following areas: (i) controlled substance retail
market; (ii) an understanding of consumer purchasing habits and
provincial demographics from historical data; (iii) leveraging
existing relationships with landlords, municipalities and
regulators; (iv) expertise tailoring product brands and retail
experience; and (v) operational know-how including store sizing,
site development, inventory management, staffing, training and cost
structure.
The proceeds will provide the New Management Team a platform to
grow a sustainable retail cannabis business in Western Canada with a goal to open over 60
retail cannabis locations across Alberta in the next three years. Proceeds from
the Private Placement will be used to fund licenses, lease and
develop retail properties and for general working capital
purposes.
Strategic Investors and Advisory Committee
The Private Placement was led by Canopy Rivers and Green Acre,
investment funds dedicated to strategic investments in the cannabis
industry. The Strategic Investors are managed by experienced teams
of qualified financial and technical professionals with significant
industry experience and relationship networks in the cannabis
industry. Their cornerstone investment into the Company and
participation on the Company's Advisory Committee will launch the
Company's transition to Solo Growth Corp.™
Daniel Pearlstein, a nominee of
Canopy Rivers, and Tyler Stuart, a
nominee of Green Acre, have been appointed to the Advisory
Committee, which will assist the Board with developing and
executing on the Company's retail strategy.
Daniel
Pearlstein
|
Prior to joining
Canopy Rivers as its Executive Vice President, Head of Business
Development, Mr. Pearlstein was a Principal at Eight Capital and a
top equity research analyst covering the global cannabis sector. At
the time of his departure, he was the longest tenured analyst
covering the sector and held the largest coverage universe. He was
the only analyst publishing on the industry since inception of the
MMPR (now the ACMPR) in April 2014, and is the author of 'The
Value Case For Investing In The Cannabis Sector'.
|
Tyler
Stuart
|
Mr. Stuart was an
early investor and entrepreneur in the Canadian cannabis industry
starting in 2015. Observing that the industry was deficient
in structured, institutional capital, he co-founded Green Acre in
January 2017. Green Acre was Canada's first venture capital
fund entirely dedicated to cannabis investing. Prior to that,
Mr. Stuart spent 13 years in corporate finance and capital markets
at a leading boutique investment bank in Calgary.
|
About Canopy Rivers
Canopy Rivers is a unique investment and operating platform
structured to pursue investment opportunities in the emerging
global cannabis sector. Canopy Rivers works collaboratively with
Canopy Growth Corporation ("Canopy Growth") (TSX:WEED,
NYSE:CGC) to identify strategic counterparties seeking financial
and/or operating support and affiliation with the Canopy Growth
group of companies. The result is an ecosystem of complementary and
best-in-class cannabis operating companies that is representative
of all the various niches in this newly developing cannabis
economy. As the portfolio continues to develop, constituents
benefit from opportunities to join forces with Canopy Growth and
collaborate among themselves, resulting in an ideal environment for
innovation, synergy and value creation for Canopy Rivers, Canopy
Growth and the entire ecosystem of portfolio companies. For more
information, visit: canopyrivers.com.
About Green Acre
Green Acre is a Toronto-based
private investment fund focused on the Canadian medical and
recreational cannabis industry with consideration for international
opportunities. Green Acre's investors include financier
Brett Wilson and cannabis producer
Aphria Inc. (TSX: APH). Green Acre plans to invest in multiple
sectors of the cannabis value chain and to create an ecosystem
amongst portfolio investments that will help fuel growth and
innovation.
New Management Team and New Board
The Company is also pleased to announce that, contemporaneous
with the closing of the Private Placement, the previously announced
appointment of the New Management Team was completed and the former
board of directors and management team of the Company resigned. The
New Management Team is led by Pali Bedi as President, Chief
Executive Officer and a director, Jas
Hans, as Vice President, Operations and Stephanie Bunch as Vice President, Finance and
Chief Financial Officer. Joining Mr. Bedi on the New Board are
Richard McHardy, Ron Hozjan, Sonny
Mottahed, Michael Stark and
James Miller, with Sony Gill serving
as Corporate Secretary.
The members of the New Management Team include founding
shareholders, senior officers and board members of Canada's largest private liquor retailer, Solo
Liquor, who collectively have more than 50 years of regulated
substance retail experience. The New Management Team has
operational expertise in the regulated retail liquor market, robust
customer and real estate analytics and strong, collaborative and
constructive relationships with municipalities and regulators
across Alberta and landlords
across Western Canada. The members
of the New Board have extensive experience in successfully
founding, growing and monetizing public companies.
It is anticipated that the shareholders of the Company will be
asked to approve a change of the Corporation's name to "Solo Growth
Corp."™.
Administrative Services Agreement with Solo Liquor
The Company and Solo Liquor have entered into the Administrative
Services Agreement relating to the development and operation of the
Company's retail cannabis business in Western Canada.
Pursuant to the Administrative Services Agreement, Solo Liquor will
provide, when requested by the Company, certain administrative
services to the Company, including, but not limited to, record
keeping, establishing, administrating and maintaining records
relating to the properties, leases, government and regulatory
filings, billings and collections, inventory, intellectual property
and other assets of the Company, human resources, accounting,
inventory management and controls and the provision of office
space, equipment and staff on a cost recovery basis. This
relationship will help position the Company as a low cost retailer
and is anticipated to result in significant savings for the Company
in general and administrative costs and expenses.
About the Company
The Company's recapitalized corporate structure will allow the
Company to execute a new retail-focused cannabis business strategy
as "Solo Growth Corp."™. The retail cannabis locations are
anticipated to be operated under the name "Yellow Submarine By
Solo"™.
For more information on the Company, including an investor
presentation, please visit www.aldershotresources.com.
Forward-Looking and Cautionary Statements
This news release may include forward-looking statements
including opinions, assumptions, estimates, the New Management
Team's assessment of future plans and operations, and, more
particularly, statements concerning the completion of the Private
Placement, including the investments of the Strategic Investors
therein, the business plan of the Company, including future retail
cannabis locations, the change of name of the Company, use of
proceeds following completion of the Private Placement and the
Administrative Services Agreement, including the anticipated
benefits thereof and the services expected to be provided by Solo
Liquor. When used in this document, the words "will,"
"anticipate," "believe," "estimate," "expect," "intent," "may,"
"project," "should," and similar expressions are intended to be
among the statements that identify forward-looking
statements. The forward-looking statements are founded on the
basis of expectations and assumptions made by the Company which
include, but are not limited to, the timing of the receipt of the
required regulatory and third party approvals, the future
operations of, and transactions completed by the Company as well as
the satisfaction of other conditions pertaining to the completion
of the Private Placement. Forward-looking statements are
subject to a wide range of risks and uncertainties, and although
the Company believes that the expectations represented by such
forward-looking statements are reasonable, there can be no
assurance that such expectations will be realized. Any number
of important factors could cause actual results to differ
materially from those in the forward-looking statements including,
but not limited to, regulatory and third party approvals not being
obtained in the manner or timing anticipated by the Company,
changes to cannabis laws, the timing of the legalization of
recreational cannabis, the availability of cannabis-retail products
from licensed producers, the ability to implement corporate
strategies, the state of domestic capital markets, the ability to
obtain financing, changes in general market conditions and other
factors more fully described from time to time in the reports and
filings made by the Company with securities regulatory
authorities. Except as required by applicable laws, the
Company does not undertake any obligation to publicly update or
revise any forward-looking statements.
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 news release.
SOURCE Aldershot Resources Ltd.