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
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
Since Quinto is a Canadian public company with its common shares listed for trading on the TSXV, the Transaction will constitute a change of business for Quinto under the rules of the TSXV – please see "The Transaction", below. As a result, Quinto will require the approval of its shareholders to complete the Transaction and will call a shareholder meeting, subject to the TSXV approval.
The Subsidiaries
Verdélite Sciences is a company incorporated under the
Verdélite Sciences holds a standard processing licence from
According to the combined unaudited financial statements of the Subsidiaries for the financial year ended
The Agreement
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
The Transaction
The Transaction, if completed, will constitute a “Change of Business” of Quinto pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers of the TSXV. Trading in the common shares of Quinto is halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSXV.
Quinto expects to finance the acquisition through a combination of private placements and bridge financing, including two debt bridge financings of approximately
Quinto will use the net proceeds from such financings to pay the Purchase Price (including the assignment of debt referred to above) and, as applicable, the adjustments, if any, and for general working capital purposes.
Quinto will pay commissions and finders fees in connection with such financings. The percentage of such commissions and fees are not known at this time, but they will be determined in accordance with limits prescribed by TSXV’s policies.
Quinto expects to retain the services of
Principals and Insiders
Pursuant to the closing of the Transaction the following persons will constitute the principals and insiders of Quinto:
A further press release will be disseminated upon closing of the Transaction in accordance with the policies of the TSXV.
About
Please visit www.quintocorp.com for more information or contact:
Chief Financial Officer
(514) 232-3344
marcel.bergeron1@videotron.ca
Neither the
Cautionary Note Regarding Forward-Looking Statements: Certain statements made in this press release that are not historical facts are forward-looking statements and are subject to important risks, uncertainties and assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. Such statements include: the completion of the Transaction and the timing thereof. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Quinto should be considered highly speculative.
We cannot guarantee that any forward-looking statement herein will materialize, and readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements involve risks and uncertainties related to, among other things, changes of law and regulations; changes of government; failure to obtain regulatory approvals or Quinto shareholder approval; failure of Quinto to obtain necessary financing; failure to obtain third party consents; results of production and sale activities; regulatory changes; changes in prices and costs of inputs; demand for products; failure of counter-parties to perform contractual obligations; as well as the risk factors described in Emerald’s annual information form and other regulatory filings. The forward-looking statements contained in this press release represent our expectations as of the date hereof. Forward-looking statements are presented for the purpose of providing information about management's current expectations and plans and allowing investors and others to obtain a better understanding of our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.
Source:
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