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SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States. 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 any state securities
laws and may not be offered or sold within the United States unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
TORONTO, Nov. 14, 2018 /CNW/ - 22 Capital Corp.
(TSXV: LFC.P) ("22 Capital") and Trichome Financial Corp.
("Trichome") are pleased to announce, further to the press
release dated October 3, 2018
announcing the letter of intent dated October 2, 2018, that they have entered into a
definitive amalgamation agreement, which sets forth the terms and
conditions pursuant to which the parties will complete the
previously announced proposed business combination (the
"Transaction"). The Transaction was negotiated at
arm's length by independent members of the management of Trichome
and independent members of the board of directors of 22 Capital and
will constitute 22 Capital's "Qualifying Transaction" as such term
is defined in Policy 2.4 of the TSX Venture Exchange
("TSXV"). It is anticipated that the resulting issuer
will be listed as a Tier 1 Investment issuer on the TSXV.
Currently a subsidiary of Origin House ("Origin House")
(CSE: OH), formerly known as CannaRoyalty Corp., Trichome is a
private corporation. Each of Trichome and Origin House exists
under the laws of the Province of Ontario.
Terms of the Transaction
Prior to the completion of the Transaction, Trichome intends to
complete a brokered private placement (the "Offering") of
subscription receipts ("Subscription Receipts"). The amount
of the Offering and the price of the Subscription Receipts (the
"Offering Price") will be determined in the context of the
market in consultation with the underwriters for the
Offering. Each Subscription Receipt will be
automatically converted into one common share of Trichome
("Trichome Share") immediately prior to completion of the
Transaction. Trichome expects to launch the Offering in the
near term and will provide further details at such time.
In connection with the Transaction, 22 Capital will effect a
consolidation (the "Consolidation") of its common shares
(the "Pre-Consolidation Shares") into such number of common
shares ("Post-Consolidation Shares") as is equal to the
quotient obtained by dividing 1,495,000 by the Offering
Price. 22 Capital and Trichome will then amalgamate to form
an amalgamated entity ("Amalco") and all of the issued and
outstanding Trichome Shares and Post-Consolidation Shares shall be
exchanged for common shares of Amalco ("Amalco Shares") on a
1:1 basis.
The net proceeds from the Offering will be used to fund
specialty finance solutions to Trichome's growing pipeline of
opportunities in the cannabis sector and for general working
capital. Further details regarding the Offering will be
included in a subsequent news release.
About Trichome Financial Corp.
Trichome was incorporated on September
18, 2017 and is a specialty finance company focused on
providing flexible and creative capital solutions to the global
legal cannabis market. It was created to address the lack of credit
availability in the large, growing and increasingly complex
cannabis market. Founded by industry leaders Origin House, Stoic
Advisory, and Sprott Inc. (TSX: SII), Trichome's experienced
management team has a unique edge to capitalize on proprietary deal
flow and insight while developing a first mover advantage as a
global cannabis focused specialty finance company. Trichome
provides customized financing solutions across the industry value
chain to support growth, capital expenditures, M&A, working
capital and other needs. Transactions are typically
structured to earn attractive rates of contractual cash flows,
retain optionality on value creation and ensure return of capital.
Leveraging the combined resources and knowledge of its founders and
management, it is able to offer significant value-added financial,
product, market and operational support to its partner companies.
Trichome's current assets are all based in Canada and it has no operations or assets in
the United States.
About Origin House
Origin House is a North American cannabis consumer product
company currently focused on building a leading distribution
business in California, the
world's largest regulated cannabis market. By building a
world-class logistics platform and supporting contract
manufacturing assets, Origin House intends to support the growth of
new and established cannabis brands. Origin House believes
California, home to some of the
world's most discerning consumers and a nexus of information and
trends, will be the point of inception for the global cannabis
brands of the future. Origin House has developed a diversified
portfolio of assets within the cannabis sector, including research,
infrastructure and intellectual property to support our existing
brands, partner products and distribution networks. The company's
leadership and staff combines passion and a hands-on understanding
of the cannabis industry, with proven financial and legal
expertise. Origin House's shares trade on the Canadian Stock
Exchange (CSE) under the symbol OH and in the US on the OTCQX under
the symbol ORHOF.
About 22 Capital
22 Capital was incorporated under the provisions of the
Business Corporations Act (Ontario) with its registered and head office
in Toronto, Ontario. It is a
capital pool company and intends for the Transaction to constitute
its "Qualifying Transaction" as such term is defined in the
policies of the TSXV. 22 Capital is a "reporting issuer" within the
meaning of the Securities Act (Ontario), Securities Act (British Columbia) and Securities Act
(Alberta).
Trading in the Pre-Consolidation Shares of 22 Capital is halted
at present. It is unlikely that the Pre-Consolidation Shares of 22
Capital will resume trading until the Transaction is completed and
approved by the TSXV.
Sponsorship
22 Capital will request an exemption from the requirement to
obtain a sponsor in respect of the proposed Transaction, in
accordance with the policies of the TSXV. Any such exemption
will be subject to the approval of the TSXV.
Further Information
All information contained in this news release with respect to
22 Capital and Trichome was supplied by the parties respectively,
for inclusion herein, and each party and its directors and officers
have relied on the other party for any information concerning the
other party.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to the requirements of the TSXV, majority of
the minority shareholder approval. Where applicable, the
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION:
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: the terms and conditions of the
proposed Transaction and the terms and conditions of the proposed
Offering. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; and the delay or failure to receive board,
shareholder or regulatory approvals. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release. Except as required by law, 22
Capital and Trichome assume no obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change.
SOURCE Trichome Financial Corp.