Mr. Pali Bedi reports
ALDERSHOT RESOURCES LTD. ANNOUNCES DETAILS OF RIGHTS OFFERING, CONDITIONAL APPROVAL OF CHANGE OF BUSINESS AND SEDAR FILING OF FILING STATEMENT
Aldershot Resources Ltd. (doing business as Solo Growth Corp.) has set Nov. 15, 2018, as the date of record for the previously announced rights offering to the holders of common shares of Solo Growth. The company also announces that the TSX Venture Exchange has granted conditional approval regarding the series of transactions which collectively constitute a change of business such that the company will transition from a mining company to a retail cannabis company operating retail storefronts under the YSS by Solo brand. In connection with the change of business, the company has filed a filing statement dated Oct. 22, 2018, under Solo Growth's profile on SEDAR.
Summary requirements for participation in the rights offering:
- Participants must be Canadian residents and be shareholders of record on the record date, which is Nov. 15, 2018. In order to participate, you must purchase common shares on or before Nov. 13, 2018, so the trades have time to settle.
- Eligible holders will receive, for every common share held, one transferable right and, for every four rights held, you are entitled to purchase one new common share at a price of five cents per common share.
- Participants must exercise their rights prior to expiry at 4 p.m. MT on Dec. 17, 2018. It is expected that certificates representing common shares purchased under the rights offering will be delivered shortly after the expiry date.
- Shareholders who hold their common shares through an intermediary, such as a bank, trust company, securities dealer or broker (also called beneficial holders), will receive materials and instructions regarding the rights offering directly from their intermediary.
Details of the rights offering
Under the rights offering, each eligible holder of common shares on the record date that is a resident in any province or territory of Canada will receive one right for every common share held. Every four rights will entitle the holder to purchase one common share until the rights expire at 4 p.m. MT on Dec. 17, 2018. In the case of a holder who is a director or officer of the company or is identified by such persons, every four rights will entitle the holder to purchase one unit at a price of five cents.
There is no additional subscription privilege and no standby commitment in respect of the rights offering. The completion of the rights offering is not subject to Solo Growth receiving any minimum amount of subscriptions from eligible holders.
The rights offering will be made in the eligible jurisdictions and in such other jurisdictions where Solo Growth is eligible to make such offerings. Details of the rights offering are described in the rights offering circular, which will be filed on the company's profile on the SEDAR as soon as practicable following the record date.
Each unit will comprise one common share and one performance-based common share purchase warrant. Each performance warrant will entitle the holder to purchase one common share at a price of five cents for a period of five years. In the event the market price equals or exceeds 17.5 cents, 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, either: (i) the common shares are listed on the facilities of a recognized stock exchange (other than the TSX Venture Exchange); or (ii) the common shares are acquired for cash or for the securities of a company listed on a recognized stock exchange (other than the TSX-V).
The company has applied to receive conditional approval from the TSX-V for posting and listing the rights and the common shares issuable thereunder (including common shares issuable upon exercise of the performance warrants), subject to the company satisfying certain conditions pursuant to the policies of the TSX-V. The performance warrants will not be listed on the facilities of the TSX-V.
Subject to the receipt of approval from the TSX-V, the common shares are expected to commence trading on the TSX-V on an ex rights basis at the opening of business on Nov. 14, 2018. This means that common shares purchased on or following Nov. 14, 2018, will not be entitled to receive rights under the rights offering. At that time, the rights are expected to be posted for trading on a when-issued basis on the TSX-V under the symbol ALZ.RT. Trading of the rights is expected to continue until 10 a.m. MT on the expiry date.
The rights offering notice and related materials will be delivered to all shareholders of the company as of the record date. All shareholders of the company as of the record date will be offered rights, including shareholders who subscribed in the previously announced non-brokered private placement that closed on June 28, 2018. Accordingly, assuming no additional common shares are issued in advance of the record date, up to 142,261,783 common shares and up to 29.42 million performance warrants will be subscribed for under the rights offering. The company will raise gross proceeds of up to approximately $7.1-million pursuant to the sale of common shares and performance warrants under the rights offering and up to an additional $1.5-million pursuant to the exercise of such performance warrants (including the performance incentive). Solo Growth will use the proceeds of the rights offering to develop retail cannabis stores and for working capital purposes.
Only registered shareholders who are eligible holders and resident in eligible jurisdictions will be issued and forwarded certificates representing the number of rights they are entitled to. Registered shareholders wishing to exercise their rights must forward the completed rights certificates along with the applicable funds to the depositary for the rights offering, Computershare Investor Services Inc., by 4 p.m. on the expiry date.
Completion of the rights offering is subject to receiving all necessary regulatory approvals, including, but not limited to, approval from the TSX-V. Proceeds from the rights offering will be held in trust until such time as the company receives final approval from the TSX-V in respect of the change of business.
Change of business
On June 28, 2018: (i) the company completed the private placement; (ii) the former management team of the company and former board resigned and the new management team and new board were appointed; and (iii) the company entered into an administrative services agreement with Solo Liquor Stores Ltd., one of Canada's largest private liquor retailers. Pursuant to the policies of the TSX-V, these transactions, together with the proposed name change to Solo Growth Corp., are deemed to represent a change of business with respect to the company.
On Oct. 18, 2018, the TSX-V granted conditional approval in respect of the change of business. Final TSX-V approval of the change of business is subject to satisfaction of all of the requirements of the TSX-V, including the company receiving one or more retail licences in respect of its retail cannabis locations from the Alberta Gaming, Liquor and Cannabis Commission, which will further the company's goal of positioning YSS by Solo as the trusted destination for adult-use retail cannabis.
Upon receipt of final approval from the TSX-V, the company will be continued into Alberta and be listed on the TSX-V as a Tier 2 life sciences issuer and trading of the common shares will commence on the TSX-V under the name Solo Growth Corp. and the trading symbol SOLO. Concurrent with the change of name and trading symbol, the company will also launch a new website.
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