The TSX Venture Exchange has accepted for filing documentation an agreement and plan of merger dated Jan. 25, 2021, between the company, Smoke Cartel USA Inc., a wholly owned subsidiary of the company (the merger subsidiary) and Smoke Cartel Inc. (the target). Pursuant to the terms of agreement, the company will acquire all of the issued and outstanding shares of the target for an aggregate consideration value of $8.0-million (U.S.), to be provided to the target's corresponding shareholders satisfied as follows:
9,540,754 common shares of the company to be issued for a consideration value of $6.0-million (U.S.) at a deemed price per share value based on the 10-day volume weighted average price of the company's shares on the exchange;
- $2.0-million (U.S.) in cash.
As per the terms of the agreement, 25 per cent of the share consideration will be placed in escrow for a period of 12 months from the closing date. In connection with this transaction, the target will merge with and into the merger subsidiary upon closing of this transaction, with the merger subsidiary surviving as a wholly owned entity of the company.
Insider/pro group participation: none
For further information, please reference the company's news releases dated Jan. 25, 2021, and March 24, 2021.
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