Shiny Bud Inc. and mihi cannabis entered into a binding letter of intent to acquire Cedarmont Capital Corp. in a reverse merger transaction.
Following the completion of the transaction, the resulting issuer Board is to be increased to seven Board members from the present three members. Upon Closing, the board of directors of the Resulting Issuer is expected to be reconstituted with nominees of ShinyBud and mihi, and with the management team of the Resulting Issuer expected to be drawn from current ShinyBud and mihi executives. The proposed directors and officers consist of Micah Dass, Executive Vice Chairman & Director; Kevin Reed, Chairman and Chief Executive Officer; Brad Kipp, Chief Financial Officer; Mike Nadeau, Chief Operating Officer; Josh Cooksley, Executive VP, Corporate Development and Investor Relations; Richard Espinos, Director and Lyn Christensen, Jude Pinto, Donald Schroeder, Roland Walton as Independent Directors.
The transaction is subject to the parties entering into a definitive agreement not later than July 15, 2021, and execution and delivery of all other definitive transaction documents. The closing is also subject to a number of other conditions, including completion of the private placement, the accuracy of representations and warranties, compliance with interim covenants, and receipt of all necessary directors, shareholder, regulatory, court and third party approvals, completion of consolidation, Board reconstitution, acceptance by the TSXV of the transaction as Cedarmont's qualifying transaction under TSXV Policy 2.4 and the disclosure documents to be filed in respect thereof, and of the proposed new directors, officers and other insiders of the combined company, CCC Consolidated Shares to be issued pursuant to the merger shall have been accepted for listing by TSXV, the TSXV Escrow Agreement shall have been entered into, the resignation of all of the directors and officers of CCC, Dissent rights shall not have been exercised by Shiny Bud and Mihi shareholders in respect of a total number of shares which exceeds 10% of the outstanding shares. The transaction is not subject to approval by the shareholders of CCC, however, ShinyBud and mihi may also require CCC to seek shareholder approval of such ancillary matters as may be required in connection with the transaction, including the reconstitution of the Board of Directors. Accordingly, CCC may call and hold a special meeting of shareholders to approve all such matters in connection with the transaction that require shareholder approval under applicable laws. CCC's Board has unanimously determined that the transaction is in best interest of CCC and its shareholders and resolve to recommend that CCC shareholders vote in favor of the resolutions. Shareholders of Shiny Bud and Mihi holding, respectively, all of the outstanding shares of Shiny Bud and more than two-thirds of the outstanding shares of Mihi have entered into voting support agreements in respect of the proposed transaction. The special meeting of CCC shareholders will be held on November 29, 2021. The shareholders of CCC approved all the agenda items at special meeting held on November 29, 2021. As of January 20, 2022, TSXV has conditionally approved the Company's proposed qualifying transaction and the parties have entered into an amending agreement amending the terms of the definitive agreement in respect of the transaction.
Robbie Grossman of DLA Piper (Canada) LLP acted as legal advisor to CCC. Colin Perry of Bennett Jones LLP acted as legal advisor to mihi and Chad Finkelstein and David Shaw of Dale & Lessmann LLP acted as legal advisor to Shiny Bud. Computershare Investor Services Inc. acted as depository, registrar and transfer agent for the CCC shares.