The Hydropothecary Corporation Announces Closing of Qualifying Transaction
TORONTO, ON–(Marketwired – March 17, 2017) – The Hydropothecary Corporation (TSXV: THCX) (formerly BFK Capital Corp. (“BFK”)) (the “Company”), is pleased to announce that it has closed its previously announced business combination (the “Transaction”) with The Hydropothecary Corporation (“THC”) effective March 15, 2017. The Transaction consisted of the acquisition by the Company of all of the issued and outstanding common shares in the capital of THC by way of a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company amalgamated with THC and each THC shareholder received six (6) post-consolidation common shares in the capital of the Company for each THC common share held. As part of the Transaction, the Company changed its name from “BFK Capital Corp.” to “The Hydropothecary Corporation” and the directors and management of THC became the directors and management of the Company.
As a result of the Transaction, THC is now a wholly-owned subsidiary of the Company, and the Company will continue the business of THC which, through its wholly-owned subsidiary, 167151 Canada Inc., is licensed under the Access to Cannabis for Medical Purposes Regulations to cultivate and sell marijuana seeds and plants and dried marijuana product and to produce marijuana oils, marijuana resins and fresh marijuana products from its facilities located in Gatineau, Québec.
Prior to the Transaction, BFK was a Capital Pool Company (as defined under the policies of the TSX Venture Exchange (the “Exchange”)), and had not commenced commercial operations and had no assets other than cash. In connection with the Transaction, immediately prior to closing, BFK consolidated its common shares on the basis of one (1) post-consolidation common share for each one and a half (1.5) pre-consolidation common shares. The Transaction constituted BFK’s “Qualifying Transaction”, as such term is defined in Policy 2.4 of the Exchange.
Final acceptance of the Transaction will occur upon the issuance of a Final Exchange Bulletin by the Exchange. Upon issuance of the Final Exchange Bulletin, the Company will cease to be a Capital Pool Company and will recommence trading on the Exchange as a Tier 1 life sciences issuer. Subject to this final acceptance, trading in the common shares of the Company is expected to begin on the Exchange on or about March 21, 2017 under the symbol “THCX”.
The closing of this transaction is a significant milestone in the continued growth of Hydropothecary.
Sebastien St-Louis, Chief Executive Officer of the Company
In connection with the Transaction, THC completed a brokered private placement through Canaccord Genuity Corp. of 3,335,000 common shares at a price of $4.50 per share for gross proceeds of $15 million, including 2,919,507 common shares sold by THC on December 22, 2016 as previously announced, and 415,493 common shares sold by THC on March 9, 2017 on the final exercise of an agent’s option to increase the size of the offering. Prior to the completion of the Transaction, THC also issued 714,286 common shares on a private placement basis at a price of $3.50 per share for gross proceeds of $2.5 million pursuant to the exercise of a right which a shareholder of THC had to acquire such shares before the completion of a going public transaction by THC.
As part of the Transaction, common share purchase warrants, stock options and secured debentures of THC were replaced with common share purchase warrants, stock options and secured debentures of the Company with adjustments to their exercise or conversion terms to reflect the exchange ratio for the THC common shares under the Transaction.
Following the completion of the Transaction (on a post-consolidation and post-acquisition basis), the Company currently has a total of 70,266,594 common shares outstanding, as well as: (i) common share purchase warrants exercisable to purchase up to 12,342,822 common shares at exercise prices ranging from $0.67 to $1.04; (ii) stock options exercisable to purchase up to 5,051,673 common shares at exercise prices ranging from $0.16 to $0.90; (iii) US$3,275,000 principal amount of secured convertible debentures convertible into common shares at a price of US$0.70 per share; and (iv) $345,000 principal amount of unsecured convertible debentures convertible into units of the Company at a price of $0.75 per unit, each unit consisting of one common share and one common share purchase warrant exercisable to acquire one common share at an exercise price of $0.83 per share.
An aggregate of 25,356,180 common shares are subject to escrow pursuant to Exchange escrow requirements.
As a result of the closing of the Transaction, the directors and executive officers of the Company are now:
- Sebastien St-Louis, Chief Executive Officer and Director
- Ed Chaplin, Chief Financial Officer
- Adam Miron, Chief Brand Officer and Director
- Dr. Michael Munzar, Director
- Jason Ewart, Director
- Vincent Chiara, Director
Further details about the Transaction and the Company as the resulting issuer from the Transaction are available in the filing statement of BFK dated February 28, 2017 filed in respect of the Transaction which has been filed under BFK’s profile on SEDAR at www.sedar.com. The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the filing statement.