Trulieve Completes Merger and Listing on the CSE
TORONTO, Sept. 21, 2018 (GLOBE NEWSWIRE) — Trulieve Cannabis Corp., formerly Schyan Exploration Inc. (the “Company” or “Trulieve”), is pleased to announce that the Company has completed the merger of Trulieve, Inc. (“Trulieve US”) and a wholly owned subsidiary of the Company (“Subco”) announced September 11, 2018, whereby the Company acquired all of the outstanding securities of Trulieve US by way of a plan of merger pursuant to the laws of the State of Florida (the “Transaction”). Pursuant to the Transaction, Subco merged with and into Trulieve US, Trulieve US became a wholly-owned subsidiary of the Company, and the Company changed its name to “Trulieve Cannabis Corp.” In addition and in connection with the Transaction, the outstanding 10,927,500 subscription receipts of Trulieve US, announced on August 29, 2018, were exchanged for 10,927,500 Subordinate Voting Shares of the Company (3,573,450 of which Subordinate Voting Shares were immediately converted into 35,734.50 Multiple Voting Shares), and the 548,446 broker warrants of Trulieve US were exchanged for 548,446 broker warrants to purchase Subordinate Voting Shares of the Company at an exercise price of $6.00 until September 21, 2020.
Trulieve also announced today that the Subordinate Voting Shares of Trulieve will begin trading on the Canadian Securities Exchange (the “CSE”) under the symbol “TRUL” on September 25, 2018. A listing statement with information about Trulieve and prepared in accordance with the policies of the CSE will be available on SEDAR at www.sedar.com.
Trulieve US is the first and largest fully-licensed medical cannabis company in the state of Florida and serves over 80,000 patients. It is completely vertically integrated with over 450,000 square feet of cultivation facilities with a further 95,000 square feet to be added in 2018. Trulieve US operates a “good manufacturing practice” certified processing facility that produces 90 different private label, medical grade cannabis products that are sold through 17 company-owned dispensaries.
“Trulieve US was built with a patients-first mentality by focusing on improving access to medical cannabis while producing the highest quality products in the industry,” said Kim Rivers, CEO of Trulieve. “Achieving this important milestone of a public listing enhances our ability to expand and serve more patients while allowing investors to participate in our growth.”
The following Super Voting Shares and Multiple Voting Shares of Trulieve were issued in connection with the Transaction:
Prior to the closing of the Transaction, none of the above listed persons owned or controlled any shares of Schyan Exploration Inc. Each of the above listed persons may increase or decrease its investment in Trulieve depending on market conditions or any other relevant factors. The head office address for Trulieve is 6749 Ben Bostic Road, Quincy, Florida 32351, U.S.A.
Each Super Voting Share of the Company is convertible into Multiple Voting Shares of the Company at the option of the holder or upon certain triggering events. Each Multiple Voting Share, including those issued upon conversion of the Super Voting Shares, is convertible into 100 Subordinate Voting Shares of the Company at the option of the holder or upon certain triggering events.
Assuming conversion of all Super Voting Shares and Multiple Voting Shares into Subordinated Voting Shares by holders thereof, such holders would own 102,256,850 Subordinate Voting Shares, which represents 93.12% of the outstanding Subordinate Voting Shares, assuming the conversion of all outstanding Super Voting Shares and Multiple Voting Shares.
Trulieve is a vertically integrated “seed to sale” company and is the first and largest fully licensed medical marijuana company in the State of Florida. Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve branded stores (dispensaries) throughout the State of Florida, as well as directly to patients via home delivery.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
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