Mr. Riaz Bandali of Emerald Health reports
EMERALD HEALTH THERAPEUTICS AND QUINTO RESOURCES ENTER INTO SHARE PURCHASE AGREEMENT FOR SALE OF QUEBEC CANNABIS BUSINESS
Emerald Health Therapeutics Inc. and Quinto Resources Inc. have entered into a share purchase agreement dated July 30, 2020, in respect of the sale of Emerald's wholly owned subsidiaries, Verdelite Sciences Inc. and Verdelite Property Holdings Inc. The subsidiaries together own and operate a premium 88,000-square-foot craft cannabis production indoor facility in St. Eustache, Que.
Pursuant to the agreement, Quinto will purchase all of the issued and outstanding shares of the subsidiaries in consideration for a cash purchase price of $21-million, subject to a 90-day working capital adjustment and certain other adjustments. The agreement was negotiated at arm's length. Closing of the transaction is anticipated to occur on or before Aug. 31, 2020.
As a result of the transaction, the subsidiaries will become wholly owned subsidiaries of Quinto and Quinto will continue the business of the subsidiaries. Following closing of the transaction, Emerald will continue to sell its own products into the Quebec market, subject to certain limited restrictions, and retains exclusive rights to its recently launched Souvenir brand.
"We are proud of what we built in Quebec, which is a sophisticated cannabis growing operation with a competent and motivated team. However, in alignment with our strategic plan, we see benefits in consolidating our asset base and are pleased to have the opportunity to sell this facility and to see a continuing opportunity for our staff at Verdelite," said Riaz Bandali, chief executive officer, Emerald Health Therapeutics. "Upon closing this transaction, the resulting capital will significantly improve our balance sheet and still leave us with a British Columbia operational base with an excellent premium growing facility in Richmond, which recently completed its first full quarter of full production and sales, our R&D, processing and medical focused facility in Victoria, and a 41.3-per-cent stake in our Delta-based Pure Sunfarms joint venture, one of the best performing cannabis production assets in Canada."
Quinto is a Canadian public company with its common shares listed for trading on the TSX Venture Exchange under the symbol QIT. The transaction will constitute a change of business for Quinto under the rules of the TSX-V -- please see "The transaction," below. As a result, Quinto will require the approval of its shareholders to complete the transaction, and has called a shareholder meeting for Aug. 31, 2020.
Verdelite Sciences is a company incorporated under the Canada Business Corporations Act. Verdelite Sciences became a licensed producer on Jan. 12, 2018. Verdelite Property is a company incorporated under the Quebec Business Corporations Act, which acquired the facility on Feb. 9, 2017. On May 1, 2018, Emerald acquired 100 per cent of the issued and outstanding shares of the subsidiaries from the founding group.
Verdelite Sciences holds a standard processing licence from Health Canada with respect to the complete growing and processing area at the facility permitting it to sell and distribute packaged, branded dried cannabis products directly to provincial/territorial wholesalers and authorized private retailers. Cultivation commenced at the facility in late 2019 and the facility is now in full production.
Pursuant to the agreement, Quinto will purchase all of the issued and outstanding shares of the subsidiaries at closing in consideration for a cash purchase price of $21-million. The purchase price will be adjusted for cash and long-term debt of the subsidiaries and for working capital of the subsidiaries at closing above or below a target amount. The purchase price will be subject to a $750,000 holdback for the working capital adjustment and as an indemnity for certain pre-existing litigation. The agreement contains representations and warranties, covenants, conditions and indemnities for the benefit of each of the parties as are customary for transactions of this nature. A copy of the agreement will be posted on the parties' respective profiles at SEDAR.
The transaction, if completed, will constitute a change of business of Quinto pursuant to TSX-V Policy 5.2 -- Changes of Business and Reverse Takeovers of the TSX-V. Trading in the common shares of Quinto will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSX-V. Completion of the transaction is subject to completion of a number of conditions, including obtaining applicable consents and approval of Quinto's shareholders.
Quinto expects to finance the acquisition through a combination of private placements and bridge financing.
A further press release will be disseminated upon closing of the transaction in accordance with the policies of the TSX-V.
About Emerald Health Therapeutics Inc.
Emerald Health Therapeutics is committed to cutting-edge cannabis science to create new consumer experiences with distinct recreational, medical and wellness-oriented cannabis and non-cannabis products. With an emphasis on innovation and production excellence, Emerald's three distinct operating assets are designed to uniquely serve the Canadian marketplace and international opportunities. These assets, all in full production, include: its Metro Vancouver-based greenhouse operation (78,000 square feet) capable of producing organic-certified product; Verdelite, its premium craft cannabis production indoor facility in St. Eustache, Que. (88,000 square feet); and Pure Sunfarms, its 41.3-per-cent-owned joint venture in Delta, B.C., producing high-quality, affordably priced products (1.1 million square feet). Its Emerald Naturals subsidiary has launched a new natural wellness product category with its non-cannabis endocannabinoid-supporting product line and is expanding distribution across Canada.
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