Red White & Bloom Brands Inc. (CSE: RLTY.U) (OTC Pink: TDRYF)
(“
RWB” or the “
Company”,
formerly, Tidal Royalty Corp.) is pleased to announce the
completion of its previously announced business combination (the
“
Transaction”) with MichiCann Medical Inc. d/b/a/
Red White & Bloom (“
MichiCann”) pursuant to
the terms of the Amended and Restated Business Combination
Agreement dated March 12, 2020.
As a result of the Transaction, the Company has
changed its name to “Red White & Bloom Brands Inc.” and
MichiCann is now a wholly-owned subsidiary of the Company. In
connection with and immediately prior to the completion of the
Transaction, the Company completed a share consolidation on a 16:1
basis.
“We have worked diligently to build RWB over the
last 2 years in the face of significant headwinds in the cannabis
industry. Despite said challenges, our industry leading team of
professionals has been able to quickly establish a significant
presence in the United States. The closing of this Transaction was
the next step in our evolution and has bolstered our balance sheet,
added Massachusetts assets to our footprint, and has enabled us to
become a reporting issuer,” said Brad Rogers, CEO &
Director.
New Combined Entity:
RWB’s U.S. footprint currently spans Michigan,
Illinois and Massachusetts. With a combined cultivation footprint
of over 4,000,000 square feet, 600 employees and 22 individual
facilities, RWB’s mandate is to operate at scale in select states
that provide the greatest return for our partners and
shareholders.
Michigan:
RWB’s Michigan Investee currently holds numerous
licences within Michigan covering the entire cannabis value chain;
they are strategically located throughout the state to service the
majority of its 10 million residents.
The investee currently owns 10 operating
dispensaries (referred to as provisioning centers in Michigan) and
owns or has leased 8 additional locations earmarked to open
throughout 2020. RWB’s Michigan Investee is vertically
integrated with two operational indoor cultivation facilities, an
outdoor cultivation facility, and various others coming on stream
to increase margins and meet their demands for 2020 and beyond.
Also, within the Investee’s portfolio is a multi-SKU product line
ranging from vape cartridges to pre-packaged flower which are sold
through multiple dispensaries throughout the state.
Illinois:
RWB’s Illinois subsidiaries own and operate
America’s largest indoor CBD cultivation facility which is
3,600,000 sf and sits on 236 prime agricultural acres in Putnam
County, IL.
The facility is focused on producing high grade
cannabinoids, complete with Certificate of Origin documentation, on
a year-round, consistent basis. The facility was formerly a premier
producer in the floricultural market for America’s big box national
chains and has maintained the relationships and certifications to
continue those business relationships for consideration of our
national CBD product strategy. The facility has also secured
various distributors and supply/off-take agreements for premium
whole flower within the United States and CBD distillate
internationally.
Massachusetts:
RWB’s Massachusetts assets, which were developed
initially by Tidal Royalty Corp., now form part of the assets of
the Company as a result of closing the Transaction. These assets
consist of 3 cannabis licences; 2 of which are for cultivation and
1 for processing and 2.8 acres of development land. RWB is looking
at a number of strategic options for these assets for 2020.
Management Team, Board of Directors
& Committee Members:
The Company is also pleased to announce the
board is now comprised of five (5) directors and that its directors
and officers are the following individuals:
Brad Rogers, Chief Executive
Officer and Director. Brad Rogers was the Chief Executive Officer
of MichiCann prior to the Transaction. He was the former President
and Chief Operating Officer of CannTrust Holdings (TSX:TRST) from
April 2015 until October 2018. Mr. Rogers was also a
co-founder and Chief Operating Officer of Mettrum Ltd. (now owned
by Canopy Growth Corp. TSX: WEED) from January 2013 until December
2015. He led numerous life sciences/healthcare companies from
pre-licensing to public listing, including the granting of nine
Health Canada licenses and multiple rounds of both private and
public financings in the cannabis industry. From 1996 to 2012, Mr.
Rogers was the VP Product for Mood Media. He has an MBA from the
Ivey School of Business.
Theo van der Linde, Chief
Financial Officer and Director. Mr. van der Linde is a Chartered
Accountant with 20 years’ extensive finance, administration and
public accounting experience in diverse industries including
mining, oil & gas, financial services, manufacturing and
retail. During the last nine years of his career Mr. van der Linde
has been focused on the mining industry working with Junior
Exploration and producing mining Companies at various stages of
growth and in several jurisdictions including South Africa, West-
Africa, Peru, Sri-lanka and the United States. Mr. van der Linde
currently acts a mining consultant as the President of Executive
Management Solutions Ltd.
Brendan Purdy, Director and
Audit Committee Chair. Mr. Purdy is the Corporate Secretary and
director of Global Blockchain Technologies Corp. and the CEO and
President of Element 79 Capital Inc. He was the former CEO and
director of Enforcer Gold Corp.; director of each of Supreme Metals
Corp. and ZTest Electronics Inc.; former director, CEO and chairman
of Mojave Jane Brands Inc. (formerly High Hampton Holdings Corp.)
(CSE:JANE) from November 2016 to December 2017; CEO and Director of
Seaway Energy Services from April, 2016 to October 2016; a Director
of Greenock Resources Inc. from October 2015 to February, 2016.
Michael Marchese, Director. Mr.
Marchese was the co-founder, President and sole director of
MichiCann prior to the Transaction. He co-founded Aleafia Health
Inc. and directed its branding. Michael has successfully operated
his own branding company, Marchese Design, and has developed
identities and communications programs while building dozens of
iconic brands in the CPG and retail sectors.
Bill Dawson, Director. Mr.
Dawson has served as the Chief Financial Officer of SBG –
Skill Based Games Inc. since 2014; the President and Chief
Executive Officer of Play Games for Fun Limited Since 2013; the
Chief Financial Officer of Oakshire Holdings Limited from 2011 to
2018; the Chief Financial Officer of Pong Game Studios Corporation
from 2011 to 2018; the Chief Financial Officer of Caliburger Canada
Incorporated from 2015 to 2017; the Chief Financial Officer of Blow
Canada Inc. from 2014 to 2017.
Brendan Purdy, Brad Rogers and Michael Marchese
will serve on the audit committee and the compensation committee of
the Company.
New Capital Structure:
Common shares |
132,190,811 |
Series I Preferred shares |
3,181,250 |
Series II Preferred shares |
108,726,349 |
Warrants |
1,194,4021 |
Options |
9,200,5392 |
All Series II Preferred shares are convertible
into Common shares, on a one for one basis, anytime between seven
and twenty-four months after their initial issuance date.
Certain shareholders have entered into voluntary
escrow and/or escrow and leak out agreements
totaling 36,844,823 Common shares, 17,133,600 Series II
Preferred shares and the underlying shares for 3,200,000 Options.
The escrow agreements carry various terms between 6 and 18
months.
Following completion of the Transaction, the
Company will guarantee the obligations of PharmaCo Inc.,
Mid-American Growers, Inc. and RWB Illinois, Inc. pursuant to an
amended and restated credit agreement dated January 10, 2020 in
connection with advances from an Institutional Investor, in the
principal amount of U.S. $49,750,000, the obligations of which are
also guaranteed by MichiCann.
Resumption of Trading:
It is expected that trading of RWB’s Common
shares will commence at or before the end of May, 2020 under the
trading symbol “RWB”. Additional details for when the Common shares
will recommence trading shall be provided in due course, and remain
subject to the filing of a listing statement describing the Company
pursuant to the rules of the CSE.
For more information about Red White & Bloom
Brands Inc., please contact: Tyler Troup, Managing
DirectorCircadian Group IRIR@RedWhiteBloom.com
Visit us on the web: www.RedWhiteBloom.com
Follow us on social media:Twitter:
@rwbbrandsFacebook: @redwhitebloombrandsInstagram:
@redwhitebloombrands
Neither the CSE nor its Regulation Services
Provider (as that term is defined in the policies of the CSE)
accepts responsibility for the adequacy or accuracy of this
release.
FORWARD LOOKING INFORMATION
This press release contains forward-looking
statements and information that are based on the beliefs of
management and reflect the Company’s current expectations.
When used in this press release, the words “estimate”, “project”,
“belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”,
“may” or “should” and the negative of these words or such
variations thereon or comparable terminology are intended to
identify forward-looking statements and information. The
forward-looking statements and information in this press release
includes information relating to the implementation of Red White
& Bloom’s business plan. Such statements and information
reflect the current view of the Company with respect to risks and
uncertainties that may cause actual results to differ materially
from those contemplated in those forward-looking statements and
information.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among
others, the following risks: risks associated with the
implementation of Red White & Bloom’s business plan and matters
relating thereto, risks associated with the cannabis industry,
competition, regulatory change, the need for additional financing,
reliance on key personnel, the potential for conflicts of interest
among certain officers or directors, and the volatility of the
Company’s common share price and volume. Forward-looking
statements are made based on management’s beliefs, estimates and
opinions on the date that statements are made and the Company
undertakes no obligation to update forward-looking statements if
these beliefs, estimates and opinions or other circumstances should
change. Investors are cautioned against attributing undue
certainty to forward-looking statements.
There are a number of important factors that
could cause the Company’s actual results to differ materially from
those indicated or implied by forward-looking statements and
information. Such factors include, among others, risks
related to Red White & Bloom’s proposed business, such as
failure of the business strategy and government regulation; risks
related to Red White & Bloom’s operations, such as additional
financing requirements and access to capital, reliance on key and
qualified personnel, insurance, competition, intellectual property
and reliable supply chains; risks related to Red White & Bloom
and its business generally. The Company cautions that the foregoing
list of material factors is not exhaustive. When relying on the
Company’s forward-looking statements and information to make
decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential
events. The Company has assumed a certain progression, which
may not be realized. It has also assumed that the material
factors referred to in the previous paragraph will not cause such
forward-looking statements and information to differ materially
from actual results or events. However, the list of these
factors is not exhaustive and is subject to change and there can be
no assurance that such assumptions will reflect the actual outcome
of such items or factors. While the Company may elect to, it
does not undertake to update this information at any particular
time.
THE FORWARD-LOOKING INFORMATION CONTAINED IN
THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF
THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO
CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE
IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON
THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY
ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY
PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
1 1,194,402 Warrants are exercisable into 1,194,402 Common
shares and 595,340 Series II Preferred shares.
² 9,200,539 Options are exercisable into 9,200,539 Common
shares and 7,401,429 Series II Preferred shares.
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