Hemptown Organics Corp. cancelled the acquisition of Spectre Capital Corp. (TSXV:SOO.P) in a reverse merger transaction.
Robert Shewchuk and Stephen Ross Gatensbury will resign as directors and Geoff Balderson will resign as President, Chief Executive Officer, Chief Financial Officer and Secretary of Spectre. The board of directors of the Resulting Issuer is expected to initially consist of five directors, being Rodney Wolterman, Michael Townsend, Eric Gripentrog, Geoff Balderson and another nominee to be named at a later date. As of October 13, 2020, Ken Z. Cai has agreed to serve as a director of the Resulting Issuer. Eric Gripentrog is expected to be appointed as Chief Executive Officer of the resulting issuer, and additional officers will be determined at a later date. As per filing on March 23, 2021, Ken Z. Cai will no longer be appointed as a director of the Resulting Issuer and Michael Townsend will no longer be appointed as President of the Resulting Issuer. Instead, Zayn Kalyan will be appointed as a director and as President of the Resulting Issuer. The completion of the transaction will be subject to a number of conditions, including but not limited to, the parties successfully entering into a definitive agreement in respect of the Transaction, receipt of all necessary approvals, including the approval of the Exchange, the creation of the new Resulting Issuer Class A Shares, completion of a financing on terms to be determined, completion of satisfactory due diligence by Spectre, shareholder approval of Hemptown, court approval of the arrangement, the approval by the board of directors of Spectre Capital, the completion of the share consolidation and creation of new Class A shares; and third party consents. The closing of the Concurrent Financing is expected to occur on July 15, 2021. It is anticipated that the approval of the shareholders of Spectre to the transaction will not be required.
Hemptown Organics Corp. cancelled the acquisition of Spectre Capital Corp. (TSXV:SOO.P) in a reverse merger transaction on March 22, 2022. Spectre and Hemptown have decided to terminate the Transaction due to unfavourable market conditions in the Canadian hemp sector, and Hemptown deciding to pursue a US public listing instead. In connection with the Termination, Spectre and Hemptown have entered into a termination agreement, dated March 22, 2022, whereby, among other things, Hemptown has agreed to issue 2,000,000 common shares in the capital of Hemptown to Spectre as a break fee and Spectre and Hemptown have released each other from all matters relating to the Transaction and the Termination, including Hemptown's obligation to repay CAD 0.225 million loaned to Hemptown by Spectre and CAD 0.016934 owed by Hemptown to Spectre arising from expenses paid by Spectre on Hemptown's behalf.