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."™.
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.
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'.
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.