Sennen Potash (SN-V) Dec 3rd 2018 has signed a binding share exchange agreement dated Nov. 19, 2018, whereby Sennen Potash will acquire all of the issued and outstanding common shares of Folium Life Sciences Inc. in an all-share transaction. Folium Life Sciences is a privately held licensed producer, as defined under the Cannabis Act (Canada).
Terms of the transaction
Under the provisions of the transaction, Sennen will acquire all of the issued and outstanding securities of Folium Life Sciences (the "Folium Securities") in consideration of the issuance of 93,700,000 common shares of the company at a deemed price of $0.40 per share and Folium Life Sciences will become a wholly owned subsidiary of Sennen. The transaction is an arm's length transaction. A finder's fee of 6,000,000 common shares is expected to be paid in connection with the transaction to an arm's length party.
In connection with the transaction, Sennen will anticipates it will delist its common shares from the TSX Venture Exchange ("TSX-V") and list the common shares on the Canadian Securities Exchange ("CSE") such that on the Closing Date, the common shares of Sennen would be listed on the CSE.
Additionally, at closing of the transaction, all of the current directors and officers of Sennen would resign in favor of nominees selected by Folium Life Sciences, being Fonda Betts, who will be appointed as Executive Chairman and Chad Clelland, who will also be appointed as President and Chief Executive Officer as well as three other additional nominees. Additional details concerning the remaining proposed board and management will be provided in a further press release regarding the transaction.
Fonda Betts, Executive Chairman
Fonda Betts has extensive executive management experience and knowledge of the cannabis industry. Ms. Betts co-founded and served as Chief Executive Officer and a director of several successful businesses including a chain of west coast retail hydroponic stores, and a national wholesale garden supply and fertilizer manufacturing company.
In addition, Ms. Betts co-founded the Greenleaf Medical Clinic in 2011 with a focus on providing Canadians with access to information about the medical cannabis industry. For the past 10 years, Ms. Betts has been focused on leading and managing the Greenleaf Medical Clinic and MedicalMarijuana.ca, a Canadian website focused on providing cannabis solutions, to provide Canadians with reliable resources and quality services. Ms. Betts was ranked in as one of Canada's Top 20 Woman Entrepreneurs in "Profit" Magazine.
Chad Clelland, President and Chief Executive Officer
Chad Clelland co-founded the Greenleaf Medical Clinic in 2011 and MedicalMarijuana.ca in 2009 with Fonda Betts. For the past three years, Mr. Clelland has served as management for both companies and is recognized as a leader in the cannabis industry.
Mr. Clelland brings considerable management and expertise to Folium Life Sciences. He successfully designed and implemented Folium Life Sciences' production facility on Vancouver Island. Additionally, Mr. Clelland has extensive expertise in cannabis production, GMPs, genetics, quality control, and managing user and patient expectations.
About Folium Life Sciences
Folium Life Sciences is a privately-held company and holds a license to produce cannabis under the Cannabis Act (Canada).
On June 22, 2018 Folium Life Sciences was granted a cultivation license by Health Canada for its indoor facility located on Vancouver Island. Through evidence-based research, observation of patient experiences and clinic researched data points, Folium Life Sciences aims to deliver its high quality, consistent, and proprietary cannabis options to its users through Folium Life Sciences' GMP production facility.
financing
The company intends to complete a non-brokered private placement offering of up to 7,500,000 subscription receipts (the "subscription receipts") at a price of $0.40 per subscription receipt. The subscription receipts would entitle the holder thereof to receive (without any further action or payment of any additional consideration) one unit ultimately of the Resulting Issuer (a "Unit"). Each Unit will consist of one common share and one-half of one common share purchase warrant. Each full warrant will entitle the holder to purchase an additional common share at the price of $0.80 per share for a period of 24 months from the closing of the transaction.
The net proceeds from the financing will be used for the development of the company's proposed business following its acquisition of Folium Life Sciences and for general working capital purposes.
Conditions of the transaction
The closing of the transaction is subject to a number of conditions, including: (i) completion of due diligence by Sennen (ii) the completion of the financing; (iii) receipt of all applicable regulatory approvals for the transaction including the approval of the CSE or the TSX-V, as may be determined, for the listing of the Sennen common shares and, if applicable, of the TSX-V for the delisting of the Sennen common shares; (iv) Folium Life Sciences' license to produce shall not have been revoked or otherwise terminated; (v) no material adverse change shall have occurred in Folium Life Sciences or Sennen; and (vi) other customary conditions for a transaction of this nature.
Additional Information
Further details concerning the transaction, Folium Life Sciences and the financing, as well as other matters, will be announced and incorporated into a listing statement concerning the transaction. Trading in the common shares of the company is expected to remain halted pending completion of the transaction. There can be no assurance that trading in the common shares of the company will resume prior to completion of the transaction.
Following the completion of the transaction, Sennen expects to change its name to a name to be determined by the parties. A new trading symbol would also be assigned.
“Brent Hahn”
Brent Hahn Chief Executive Officer |
