U.S. Multi-State Cannabis Operator GTI to Go Public in Canada

Bayswater Uranium Announces Proposed Reverse Takeover By Green Thumb Industries

VANCOUVER and CHICAGO, May 14, 2018 /CNW/ – Bayswater Uranium Corporation [TSXV: BYU.H] (“Bayswater” or the “Company”) and VCP23, LLC (“GTI”), the owner of Green Thumb Industries, a national U.S. cannabis cultivator and dispensary operator dedicated to providing dignified access to safe and effective cannabis, are pleased to confirm further to the announcement by Bayswater on April 23, 2018, the business combination (the “Proposed Transaction”) of GTI and Bayswater that will result in a reverse takeover of Bayswater by the securityholders of GTI. The Letter Agreement was negotiated at arm’s length.

With a vertically integrated supply chain, GTI manufactures and sells a well-rounded suite of branded cannabis products and owns and operates seven manufacturing facilities and a chain of retail locations in six highly regulated, limited supply U.S. markets. GTI recently opened its 12th retail store and expects to have 20 stores open by the end of 2018.

I’m excited for all of us at GTI as we experience a huge milestone and transition from a private company to a publicly traded one. In addition to giving back to the communities in which we operate, our priority remains bringing a disciplined and strategic approach to our expansion efforts as we move GTI to the next level.

GTI Chief Executive Officer Pete Kadens

GTI is well-positioned to thrive as the cannabis industry matures and we look forward to being among the publicly traded cannabis companies on the Canadian exchanges.

Terms of the Transaction

The arm’s length Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with Bayswater acquiring all voting securities of GTI. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Bayswater and GTI.

Completion of the Proposed Transaction is subject to a number of conditions, including completion of the GTI Financing (defined below), receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents, the delisting of the common shares of Bayswater from the TSX Venture Exchange, the consolidation of the Bayswater common shares, the disposition of various assets by Bayswater, the completion of a non-brokered private placement by Bayswater and conditional approval of the Canadian Securities Exchange for the listing of the post-consolidation Bayswater Shares (as defined herein) following completion of the Proposed Transaction.

GTI currently intends to complete a brokered private placement (the “GTI Financing”) to accredited investors of subscription receipts (the “GTI Subscription Receipts”) through a special purpose vehicle. GTI has engaged GMP Securities L.P. and Canaccord Genuity Corp., leading Canadian independent investment dealers, to act as co-bookrunners in connection with the GTI Financing. The GTI Subscription Receipts are proposed to be exchanged, upon the satisfaction of certain conditions, for common shares of the special purpose vehicle, which shares will then be exchanged for post-consolidation Bayswater Shares in connection with the Proposed Transaction on a one-for-one basis.

In connection with the Proposed Transaction, the Company will be required to, among other things: (i) change its name to a name requested by GTI and acceptable to applicable regulatory authorities; (ii) consolidate its outstanding common shares on a basis to be determined (the “Consolidation”); (iii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of GTI; and (iv) redesignate the common shares as Subordinated Voting Shares (the “Bayswater Shares”), create a new class of Super Voting Shares that would be issued to certain principals of GTI and create a new class of Multiple Voting Shares to be issued to U.S. resident holders of GTI securities, under the Proposed Transaction.

Under the Proposed Transaction, the shareholders of the Company as of immediately prior to the completion of the Proposed Transaction would hold post-Consolidation Bayswater Shares with a value, based on the GTI Financing price, of US$3.0 million. Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of GTI) to be filed by the Company in connection with the Proposed Transaction. It is anticipated that a special shareholders’ meeting of the Company to approve, among other matters, any necessary matters in connection with the Proposed Transaction will take place June 11, 2018 and closing of the Proposed Transaction will take place in the second quarter of 2018.

The common shares of the Company will remain halted until all necessary filings have been accepted by applicable regulatory authorities.

About Green Thumb Industries (GTI):

Green Thumb Industries (GTI), a national cannabis cultivator, processor and dispensary operator, is dedicated to providing dignified access to safe and effective cannabis nationwide while giving back to the communities in which they serve. As a vertically integrated company, GTI manufactures and sells a well-rounded suite of branded cannabis products including flower, concentrates, edibles, and topicals. The company owns and operates a rapidly growing national chain of retail cannabis stores called RISE™ dispensaries. Headquartered in Chicago, Illinois, GTI has 7 manufacturing facilities and 45 retail locations across six highly regulated U.S. markets. Established in 2014, GTI employs more than 300 people and serves hundreds of thousands of patients and customers each year. GTI was named a Best Workplace 2018 by Crain’s Chicago Business. More information is available at GTIgrows.com.

Original press release

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