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TILT Holdings Announces Closing of US$119M Equity Capital Raise
Positions Company to Accelerate Growth Across the Cannabis Industry With Closing of Business Combination
BOSTON, November 21, 2018–(BUSINESS WIRE)–TILT Holdings Inc. (“TILT” or the “Company”), which is a vertically-integrated technology and infrastructure platform delivering a comprehensive range of products and services across the cannabis industry, announces the successful closing of an equity capital raise (the “Offering”) by a special purpose financing entity (“Finco”) resulting in aggregate gross proceeds of approximately US$119 million. The Offering was completed in contemplation of the closing of the previously announced proposed merger (the “Business Combination”) of Baker Technologies Inc. (“Baker”), Briteside Holdings LLC (“Briteside”), Sea Hunter Therapeutics, LLC (“Sea Hunter”) and Santé Veritas Holdings Inc. (“SVT”) (CSE: SV) to form one of the industry’s most comprehensive platforms, to be operated under the name TILT Holdings Inc. Pursuant to the Offering, Finco issued 22,886,858 subscription receipts at a price of C$5.25 per subscription receipt (the “Subscription Receipts”). The gross proceeds of the Offering, less 50% of the Agents’ (as defined below) commission, were held in escrow pending the closing of the Business Combination.
The Offering was completed by a syndicate of agents lead by Canaccord Genuity Corp. and including Cormark Securities Inc., Eight Capital Corp., GMP Securities L.P., PowerOne Capital Markets Limited, Haywood Securities Inc. and Gravitas Securities Inc. (collectively, the “Agents”).
Each Subscription Receipt automatically converted into one Finco common share immediately prior to and in connection with the completion of the Business Combination, without payment of additional consideration or further action on the part of the holder, and the funds held in escrow, less 50% of the Agents’ commission, were released to the Company. As part of the Business Combination, each Finco common share was exchanged for one common share of the Company (each a “TILT Share”).
In addition to the Offering, Finco completed a concurrent non-brokered private placement offering of 6,961,659 special shares of Finco, which raised additional funds of approximately US$28,140,000. In connection with the Business Combination, each special share was exchanged for 0.01 compressed shares in the capital of TILT.
The TILT Shares have been conditionally approved for listing on the Canadian Securities Exchange (the “CSE”) under the ticker “TILT”. Listing and trading of the TILT Shares is anticipated to commence by the end of the month.
The combination of four leading cannabis businesses enables TILT to deliver complementary products and services designed to empower the legal cannabis industry in markets throughout the world. The Business Combination results in the creation of two market dominant business lines, focused on infrastructure and technology which, along with the people and capital, allows TILT to deliver the best products to businesses and consumers. To further expand on this strategy, the merging companies have completed numerous complementary acquisitions, adding both assets and technologies in multiple markets and have a significant pipeline of transactions under review.
With TILT we are building a technology-driven infrastructure solution to maximize customer engagement and product delivery while also enabling industry participants to scale across new markets with these same systems. We intend to leverage the Business Combination and the net proceeds of the Offering to accelerate our growth across the cannabis industry with a pipeline of infrastructure expansions, acquisitions and partnerships.
Alex Coleman, Co-Chairman and Chief Executive Officer of TILT, and co-founder of Sea Hunter
We are well-positioned to effectively and efficiently capitalize on the consolidation that is occurring across most markets in the industry with the goal of delivering the highest quality products and services where laws permit.
Upon completion of the Business Combination, TILT will operate production facilities in multiple markets across the US and internationally, delivering genetically researched cannabis products through vertically integrated operations, largely through the wholesale market in partnership with retail operators. The Company will also provide a comprehensive suite of software and services to these same retail partners, helping them connect with over 2 million unique retail customers with knowledge based promotional activities. Presently, more than 1,000 dispensaries across the U.S, Canada, Puerto Rico and Jamaica are using solutions from Baker Technologies.
“With a presence in a third of all U.S. dispensaries, TILT – through Baker – will have a proven track record of engaging consumers and optimizing dispensary operations and revenue,” added Coleman. “With this capital raise, we are poised to grow our market share and enable more retailers to increase store traffic, revenue and customer loyalty.”
About TILT Holdings
TILT is a vertically-integrated technology and infrastructure platform delivering the most comprehensive range of products and services across the cannabis industry. TILT strives to deliver the highest quality products and services through knowledge-based technology systems for both businesses and consumers. TILT`s technologies will have a presence in more than 1,000 dispensaries across the U.S., Canada, Puerto Rico and Jamaica. For more information, please visit www.tiltholdings.com.
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