Rewardstream to acquire EuroMed Therapeutics
Mr. Patrick Morris reports6 May 2019
REWARDSTREAM SOLUTIONS Inc. has entered into a letter of intent, dated effective April 30, 2019, pursuant to which it proposes to acquire all of the outstanding share capital of EuroMed Therapeutics Ltd. EuroMed is an arm’s-length company, established under the laws of the Province of British Columbia, involved in the cultivation and exporting of medical-grade cannabis produced in greenhouse facilities located in Israel. EuroMed aims to be a leading low-cost, high-quality, medical-grade cannabis producer in Israel with a focus on both the domestic Israeli market and the emerging European cannabis market.
EuroMed, through its wholly owned Israeli subsidiary, Eurocann Agritech Ltd., owns a 74-per-cent equity stake in a 269,098square-foot (25-dunam) cannabis designated cultivation property located 45 minutes outside of Jerusalem, Israel. EuroMed inteads to build a 22,000-square-foot greenhouse facility on the property to cultivate medical-grade cannabis for the purposes of servicing the domestic medical cannabis market and exports into Europe. EuroMed will be working with leading greenhouse engineering and construction firm Eisenberg Agri company (Israel) Ltd. (EACi) to design and build a state-of-the-art modular greenhouse facility with expected completion by March, 2020.
In accordance with the terms of the transaction, the company proposes to consolidate its outstanding share capital on a one-for-two basis, and issue 40 million postshare consolidation common shares to the shareholders of EuroMed in exchange for all of the outstanding share cap i tal of EuroMe d. Folloiwng completion of the share consolidation, and the issuance of the consideration shares, the co m pany is expected to have approximately 48,741,562 common shares outstanding. At this time, the issuance of the consideration shares to the shareholders of EuroMed is not expected to result in the creation of any new insiders or control persons of the company.
Prior to closing of the transaction, the company intends to apply to list its common shares on the Canadian Securities Exchange and voluntarily delist its shares from the TSX Venture Exchange. On closing of the transaction, it is anticipated that the company will change its name to EuroMed Therapeutics Ltd., and will reconstitute its board and management to consist of members mutually agreeable to the company and EuroMed. In connection with completion of the transaction, the company intends to undertake a non-brokered private placement of subscription receipts to raise not less than $2.5-million. The company will provide additional information regarding the terms of the financing as soon as it becomes available. In connection with the transaction, the company anticipates issuing four million postshare consolidation com mon shares to an arm’s-length third party who assisted in introducing the transaction to the company. All securities issued in connection with the transaction, and the financing, will be subject to a four-month-andone-day statutory hold period.
Completion of the transaction remains subject to a number of conditions, including the completion of satisfactory due diligence, the negotiation and finalization of definitive documentation, receipt of any required regulatory and third party consents, approval of minority shareholders of the company to the delisting of the company’s common shares from the TSX Venture Exchange, completion of the share consolidation, completion of the financing, the Canadian Securities Exchange having conditionally accepted the listing of the company’s common shares, the TSX Venture Exchange having consented to the voluntarily delisting of the company’s common shares, and the satisfaction of other customary closing conditions. The transaction cannot close until the required approvals are obtained, and the company’s common shares have been delisted from the TSX Venture Exchange. There can be no assurance that the transaction will be completed as proposed or at all, or that the company’s common shares will be listed and posted for trading on any stock exchange. Trading in the company’s common shares is currently suspended and it is anticipated that trading will remain suspended until completion of the transaction.
Further information regarding the transaction, including the terms of the financing, a detailed use of proceeds for the financing, financial information of EuroMed, and details regarding the proposed board and management of the company following completion of the transaction will be made available in due course. Readers are encouraged to review the listing statement, which will be prepared by the company in connection with the listing of the company on the Canadian Securities Exchange, and which will be made available under the company’s profile on SEDAR.
We seek Safe Harbor.
Geoffrey Balderson, David Dalton, Patrick Clarence Morris
(REW) Shares: 17,483,081
https://www.pressreader.com/canada/stockwatch...5760128384
Mr. Patrick Morris reports6 May 2019
REWARDSTREAM SOLUTIONS Inc. has entered into a letter of intent, dated effective April 30, 2019, pursuant to which it proposes to acquire all of the outstanding share capital of EuroMed Therapeutics Ltd. EuroMed is an arm’s-length company, established under the laws of the Province of British Columbia, involved in the cultivation and exporting of medical-grade cannabis produced in greenhouse facilities located in Israel. EuroMed aims to be a leading low-cost, high-quality, medical-grade cannabis producer in Israel with a focus on both the domestic Israeli market and the emerging European cannabis market.
EuroMed, through its wholly owned Israeli subsidiary, Eurocann Agritech Ltd., owns a 74-per-cent equity stake in a 269,098square-foot (25-dunam) cannabis designated cultivation property located 45 minutes outside of Jerusalem, Israel. EuroMed inteads to build a 22,000-square-foot greenhouse facility on the property to cultivate medical-grade cannabis for the purposes of servicing the domestic medical cannabis market and exports into Europe. EuroMed will be working with leading greenhouse engineering and construction firm Eisenberg Agri company (Israel) Ltd. (EACi) to design and build a state-of-the-art modular greenhouse facility with expected completion by March, 2020.
In accordance with the terms of the transaction, the company proposes to consolidate its outstanding share capital on a one-for-two basis, and issue 40 million postshare consolidation common shares to the shareholders of EuroMed in exchange for all of the outstanding share cap i tal of EuroMe d. Folloiwng completion of the share consolidation, and the issuance of the consideration shares, the co m pany is expected to have approximately 48,741,562 common shares outstanding. At this time, the issuance of the consideration shares to the shareholders of EuroMed is not expected to result in the creation of any new insiders or control persons of the company.
Prior to closing of the transaction, the company intends to apply to list its common shares on the Canadian Securities Exchange and voluntarily delist its shares from the TSX Venture Exchange. On closing of the transaction, it is anticipated that the company will change its name to EuroMed Therapeutics Ltd., and will reconstitute its board and management to consist of members mutually agreeable to the company and EuroMed. In connection with completion of the transaction, the company intends to undertake a non-brokered private placement of subscription receipts to raise not less than $2.5-million. The company will provide additional information regarding the terms of the financing as soon as it becomes available. In connection with the transaction, the company anticipates issuing four million postshare consolidation com mon shares to an arm’s-length third party who assisted in introducing the transaction to the company. All securities issued in connection with the transaction, and the financing, will be subject to a four-month-andone-day statutory hold period.
Completion of the transaction remains subject to a number of conditions, including the completion of satisfactory due diligence, the negotiation and finalization of definitive documentation, receipt of any required regulatory and third party consents, approval of minority shareholders of the company to the delisting of the company’s common shares from the TSX Venture Exchange, completion of the share consolidation, completion of the financing, the Canadian Securities Exchange having conditionally accepted the listing of the company’s common shares, the TSX Venture Exchange having consented to the voluntarily delisting of the company’s common shares, and the satisfaction of other customary closing conditions. The transaction cannot close until the required approvals are obtained, and the company’s common shares have been delisted from the TSX Venture Exchange. There can be no assurance that the transaction will be completed as proposed or at all, or that the company’s common shares will be listed and posted for trading on any stock exchange. Trading in the company’s common shares is currently suspended and it is anticipated that trading will remain suspended until completion of the transaction.
Further information regarding the transaction, including the terms of the financing, a detailed use of proceeds for the financing, financial information of EuroMed, and details regarding the proposed board and management of the company following completion of the transaction will be made available in due course. Readers are encouraged to review the listing statement, which will be prepared by the company in connection with the listing of the company on the Canadian Securities Exchange, and which will be made available under the company’s profile on SEDAR.
We seek Safe Harbor.
Geoffrey Balderson, David Dalton, Patrick Clarence Morris
(REW) Shares: 17,483,081
https://www.pressreader.com/canada/stockwatch...5760128384
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