Proposed Acquisition of Control of Lead Ventures by Shareholders of PalliaTech
Vancouver, B.C. – July 26, 2018 – Lead Ventures Inc. (CSE: LEAD) (“Lead Ventures” or the “Company”) is pleased to announce, further to the press release dated June 29, 2018, that it has entered into a transaction agreement (the “Agreement”) with PalliaTech, Inc., a private Delaware corporation and leading vertically integrated medical and wellness cannabis operator in the United States (“PalliaTech”). The Agreement outlines the proposed terms and conditions pursuant to which Lead Ventures and PalliaTech will effectuate a business combination (the “Proposed Transaction”) that will result in the acquisition of control of Lead Ventures by the shareholders of PalliaTech and the listing for trading of the shares of the resulting issuer (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”). Pursuant to the Proposed Transaction which was negotiated at arm’s length, the Resulting Issuer will become the indirect parent and sole voting stockholder of PalliaTech.
Terms of the Transaction
In connection with the Proposed Transaction, the Company will, among other things: (i) change its name as chosen by PalliaTech and acceptable to applicable regulatory authorities; (ii) reclassify and consolidate its outstanding common shares on a basis to be determined; and (iii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of PalliaTech.
The Proposed Transaction is subject to a number of conditions including, without limitation, receipt of all necessary shareholder and regulatory approvals, receipt of the conditional approval for the listing of the shares of the Resulting Issuer on the CSE following completion of the Proposed Transaction as well as customary termination rights.
PalliaTech currently intends to complete a brokered private placement of subscription receipts (the “PalliaTech Subscription Receipts”) to accredited investors (the “PalliaTech Financing”) through a single purpose vehicle. Under the Proposed Transaction, existing shareholders of the Company immediately prior to the completion of the Proposed Transaction will receive post-consolidated shares of the Resulting Issuer having an aggregate value of CAD$2.16 million, at a price per share equal to the PalliaTech Financing price.
Further details of the Proposed Transaction will be included in subsequent disclosure documents (which will include business and financial information in respect of PalliaTech) to be filed by the Company in connection with the Proposed Transaction. It is anticipated that an annual general and special shareholder meeting of the Company to approve, among other matters, all required matters in connection with the Proposed Transaction, will take place in the third quarter of 2018 and the closing of the Proposed Transaction will take place before the end of the year.
The common shares of the Company will remain halted until all the applicable regulatory authorities have accepted all necessary filings.
About PalliaTech, Inc.
PalliaTech is a leading vertically integrated medical and wellness cannabis operator in the United States. Headquartered in Wakefield, Massachusetts, PalliaTech is located in 10 states and operates 23 dispensaries, 10 cultivation sites and 9 processing sites with a focus on highly populated, limited license states, including New York, New Jersey, Florida and Massachusetts. PalliaTech leverages its extensive research and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistent quality and customer care. PalliaTech is committed to being the industry’s leading resource in education and advancement through research and advocacy.
Through its team of physicians, pharmacists, medical experts and industry visionaries, PalliaTech has created Curaleaf, a premier branded cannabis-based therapeutic offering, delivering premium quality medical cannabis in multiple product formats to patients through its network of branded retail dispensaries. Curaleaf’s Florida operations are the first in the cannabis industry to receive the Safe Quality Food certification under the Global Food Safety Initiative, setting a new standard of excellence. For more information please visit www.palliatech.com and www.curaleaf.com.