Lift & Co. Corp. (formerly MJ Opportunity Corp.) Announces Closing of Qualifying Transaction and Conversion of Lift Subscription Receipts
TORONTO, Sept. 13, 2018 /CNW/ – Lift & Co. Corp. (formerly MJ Opportunity Corp.) (TSXV: LIFT) (the “Corporation”), is pleased to announce the closing of its Qualifying Transaction (the “Transaction”), as defined under the policies of the TSX Venture Exchange (“TSXV”), pursuant to the definitive qualifying transaction agreement dated August 3, 2018 among the Corporation, 2636081 Ontario Inc. (the “Subsidiary”), a wholly-owned subsidiary of the Corporation, and Lift Co. Ltd. (“Lift”).
In connection with the closing of the Transaction, the Corporation is also pleased to announce the conversion of the Lift Subscription Receipts (as defined below) into common shares of Lift, which were immediately exchanged for post-consolidation Common Shares (as defined below).
The Transaction involved, among other things, the acquisition by the Corporation of all of the issued and outstanding common shares and series A preferred shares in the capital of Lift (the “Lift Shares”) by way of a three-cornered amalgamation. As part of the Transaction, Lift amalgamated with the Subsidiary to form “Lift Co. Ltd.”, a wholly-owned subsidiary of the Corporation.
Consolidation and Name Change
In connection with the Transaction, the Corporation completed a consolidation of its issued and outstanding common shares on the basis of 1 post-consolidation common share (each, a “Common Share”) for every 2.4 pre-consolidation common shares issued and outstanding and changed its name to “Lift & Co. Corp.”.
Pursuant to the Transaction, the Corporation issued an aggregate of 68,076,316 Common Shares in exchange for the outstanding Lift Shares (including those Lift Shares issued upon conversion of the Lift Subscription Receipts).
Following completion of the Transaction, the Corporation has an aggregate of 69,960,066 Common Shares issued and outstanding.
It is anticipated that the Common Shares will begin trading (the “Listing Date”) on or about September 17, 2018 on the TSXV under the trading symbol “LIFT”.
Changes in Board and Management
Upon completion of the Transaction, the officers and directors of MJ Opportunity Corp. resigned and the board of directors of the Corporation was reconstituted to consist of the following persons: Matei Olaru, Daniel Finkelstein, Stuart Miller and Kyle Detwiler.
On the Listing Date, Kyle Detwiler will resign from the board of directors of the Corporation and Deborah Rosati will be appointed to the board of directors of the Corporation. A biographical profile of Ms. Rosati is included below.
Deborah Rosati is an accomplished Corporate Director, entrepreneur, Fellow Chartered Professional Accountant (FCPA) and certified Corporate Director (ICD.D) with more than 30 years of experience in technology, consumer, retail, private equity and venture capital. As an experienced Audit Committee and Nominating & Corporate Governance Committee chair, Deborah provides extensive knowledge as a Corporate Director in the areas of financial and enterprise risk management, corporate strategy, transformational changes, M&A, corporate governance and CEO and board succession planning. Deborah is the Founder & CEO of Women Get On Board, a leading member-based company that connects, promotes and empowers women to corporate boards. She was selected as a Diversity 50 2014 candidate, and also recognized in 2012 as one of WXN’s Top 100 Canada’s Most Powerful Women in the corporate director award category.
It is anticipated that the audit committee of the Corporation will be comprised of three directors as follows: Deborah Rosati (Chair), Stuart Miller and Matei Olaru. Ms. Rosati and Mr. Miller are each “independent”, as such term is defined within the meaning of National Instrument 52-110 – Audit Committees. Each proposed member of the audit committee of the Corporation is also “financially literate”, as such term is defined within the meaning of National Instrument 52-110 – Audit Committees, and possesses education or experience that is relevant for the performance of their responsibilities as audit committee members.
Senior management of the Corporation now includes Matei Olaru, as Chief Executive Officer, Craig Hudson, as Chief Financial Officer, Kerri-Lynn McAllister, as Chief Marketing Officer, Josh Kerbel, as Chief Technology Officer and Mariana Fonar, as Corporate Secretary and Legal Counsel.
Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q), L.P.
Prior to completion of the transaction, Gotham Green Fund 1, L.P. (“Gotham Fund 1”) transferred 7,043,732 series A preferred shares of Lift and 4,892,839 warrants of Lift to its affiliate, Gotham Green Fund 1 (Q), L.P. (“Gotham Fund Q”). As a result of these transfers, the securities of each of Gotham Fund 1 and Gotham Fund Q which are subject to escrow in
Northern Swan Holdings, Inc.
In connection with the Transaction, Northern Swan Holdings, Inc. (“Northern Swan”) has agreed to enter into a lock-up agreement (the “Lock-up Agreement”) with the Corporation. Pursuant to the Lock-up Agreement, Northern Swan has agreed to a lock-up of the securities it holds in the Corporation for a period ending on the date which is 18 months following the Escrow Release Date (as defined below), subject to the following lock-up release schedule:
The following table provides an update to the aggregate securities of the Corporation which will be subject to a TSXV Form 5D – Escrow Agreement in connection with the Transaction:
The Subscription Receipts
The subscription receipts of Lift (the “Lift Subscription Receipts”) issued pursuant to the private placement completed on August 3, 2018 (the “Subscription Receipt Offering”) were automatically converted today for one common share of Lift and, as previously noted, those common shares of Lift were immediately exchanged for Common Shares in connection with the completion of the Transaction. In connection with the conversion of the Lift Subscription Receipts, TSX Trust Company, acting as the Subscription Receipt Agent for the Lift Subscription Receipts, has released the escrowed funds (the date of such release being, the “Escrow Release Date”) in accordance with the subscription receipt agreement entered into in connection with the Subscription Receipt Offering.
The Convertible Debentures
The senior unsecured convertible debentures of Lift issued pursuant to the private placement completed on August 16, 2018 were exchanged for senior unsecured convertible debentures of the Corporation in connection with the completion of the Transaction.
Further details about the Transaction and Lift & Co. Corp. following completion of the Transaction are available in the filing statement of MJ Opportunity Corp. dated August 29, 2018, which has been filed under the Corporation’s profile on SEDAR.
Final acceptance of the Transaction will occur upon the issuance of a final exchange bulletin by the TSXV.
About Lift & Co. Corp.
Lift & Co. Corp. brings media and data together to empower cannabis businesses and consumers with unique knowledge and insights to make better-informed decisions. For consumers, it operates Canada’s largest cannabis product-comparison platform, an unrivalled loyalty program and North America’s largest consumer cannabis tradeshows. For businesses, it provides unique market, product and consumer insights while connecting businesses and consumers through Canada’s most-adopted consumer channels.