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REWARDSTREAM ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE INTEREST IN ISRAELI CANNABIS LICENSEE
Vancouver, British Columbia, June 12, 2019 – RewardStream Solutions Inc. (TSXV: REW and Frankfurt: JL4L, WKN Number A2APX1) (the “Company”) is pleased to announce it has entered into a definitive share purchase agreement (the “Definitive Agreement”), dated effective June 11, 2019, with EuroMed Therapeutics Ltd. (“EuroMed”) and its shareholders. EuroMed is an arms’-length company, established under the laws of the Province of British Columbia, for the purpose of 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. The Definitive Agreement replaces the existing letter of intent entered into with EuroMed and dated effective April 30, 2019.
EuroMed, through its participation in a joint venture, will embark on an industrial-scale cannabis farming operation including up to a 269,098 square foot (25 dunam) cannabis designated cultivation property located 45 minutes outside of Jerusalem, Israel. The venture intends to build a 22,000 square feet 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) Limited (EACi) to design and build a state-of-the-art modular greenhouse facility with expected completion by March 2020.
Further Details Regarding the Transaction
Pursuant to the Definitive Agreement, the Company proposes to acquire all of the outstanding share capital of EuroMed (the “Transaction”). In accordance with the terms of the Transaction, the Company proposes to consolidate its outstanding share capital (the “Share Consolidation”) on a two-for-one basis, and issue 40,000,000 post-Share Consolidation common shares (the “Consideration Shares”) to the shareholders of EuroMed in exchange for all of the outstanding share capital of EuroMed.
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.”
In connection with the Transaction, the Company anticipates issuing 4,500,000 post-Share Consolidation common shares to an arms’-length third party who assisted in introducing the Transaction to the Company.
It is a condition to completion of the Transaction that the Company undertake a non-brokered private placement (the “Financing”) of subscription receipts (each, a “Receipt”) to raise not less than $2,500,000. In order to satisfy this condition, the Company intends to offer up to 5,000,000 Receipts, at a price of $0.50 per Receipt. Proceeds of the Financing will be held in escrow pending completion of the Transaction. Immediately prior to completion of the Transaction, each Receipt will automatically be converted into one unit of the Company (each, a “Receipt Unit”). Each “Receipt Unit” will consist of one post-Share Consolidation common share of the Company, and one-half-of- one share purchase warrant (each whole warrant, a “Receipt Warrant”). Each “Receipt Warrant” will entitle the holder to acquire an additional post-Share Consolidation common share at a price of $1.00 for a period of twenty-four months from their date of issue.
All securities issued in connection with the Financing, as well as the securities issued as compensation for introducing the Transaction, will be subject to a four-month-and-one-day statutory hold period.
Completion of the Transaction remains subject to a number of conditions, including 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.
Proposed Management and Board of Directors of the Resulting Issuer
Following completion of the Transaction, it is anticipated that the board of directors of the Company will be reconstituted to consist of Patrick Morris, Geoff Balderson, David Dalton and one additional nominee to be agreed between the Company and EuroMed. Management of the Company will consist of Patrick Morris as Chief Executive Officer and Corporate Secretary, and Geoff Balderson as Chief Financial Officer. The following are brief profiles of the proposed members of management and the board of directors:
Patrick Morris: Director, Chief Executive Officer and Corporate Secretary
Mr. Morris is an entrepreneur and capital markets executive experienced in a number of industries including resource exploration, pharmaceutical cannabis, blockchain technologies, and finance. With 15 years of capital markets experience raising funds for microcap companies and executing corporate development strategies, Mr. Morris has taken numerous companies public through initial public offerings and reverse takeover transactions. Mr. Morris also co-created and co-produced Canada’s first nationally syndicated radio show about growth stock opportunities broadcast on fourteen of the top-rated news talk stations across Canada.
Geoff Balderson: Director and Chief Financial Officer
Mr. Balderson is the President of Flow Capital Corp. and Harmony Corporate Services Ltd., both private business consulting companies located in Vancouver, British Columbia. Mr. Balderson has been an officer and director of several TSX Venture Exchange listed companies over the past 12 years. Prior to that he was an investment advisor at Union Securities and Georgia Pacific Securities Corp.
David Dalton: Independent Director
Dr. Dalton is a director of AGRIMED, which owns one of the twelve licenses authorized by the Commonwealth of Pennsylvania to grow and process medical cannabis. In addition to over 45 years’ experience in the pharmaceutical world, Dr. Dalton served over 18 years as Vice President of Rite Aid, a chain of retail drug stores, and then founded and served as Chairman, President, CEO of several successful pharmaceutical and pharmaceutical related companies: Mednet, ManagedcareRx, Sivault Systems. Dr. Dalton is presently Chairman, President, CEO of Wellness Teladoc, Pharmacy Services Inc, Health Resources Inc and Univec Inc (UNVC). Dr. Dalton is an inductee of three Halls of Fame, has received recognition from several presidents of the United States, and is a recipient of the Senatorial-Medal of Freedom. Dr. Dalton received a Doctor of Pharmacy from West Virginia University School of Pharmacy. In addition to his extensive background in pharmaceutical field, he is a visiting professor and lectures at several schools of pharmacy throughout the United States, and former President of West Virginia University School of Pharmacy Presidential Committee.
Further information regarding the Transaction, including a detailed use of proceeds for the Financing and financial information of EuroMed, 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 (www.sedar.com).
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REWARDSTREAM ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE INTEREST IN ISRAELI CANNABIS LICENSEE
Vancouver, British Columbia, June 12, 2019 – RewardStream Solutions Inc. (TSXV: REW and Frankfurt: JL4L, WKN Number A2APX1) (the “Company”) is pleased to announce it has entered into a definitive share purchase agreement (the “Definitive Agreement”), dated effective June 11, 2019, with EuroMed Therapeutics Ltd. (“EuroMed”) and its shareholders. EuroMed is an arms’-length company, established under the laws of the Province of British Columbia, for the purpose of 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. The Definitive Agreement replaces the existing letter of intent entered into with EuroMed and dated effective April 30, 2019.
EuroMed, through its participation in a joint venture, will embark on an industrial-scale cannabis farming operation including up to a 269,098 square foot (25 dunam) cannabis designated cultivation property located 45 minutes outside of Jerusalem, Israel. The venture intends to build a 22,000 square feet 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) Limited (EACi) to design and build a state-of-the-art modular greenhouse facility with expected completion by March 2020.
Further Details Regarding the Transaction
Pursuant to the Definitive Agreement, the Company proposes to acquire all of the outstanding share capital of EuroMed (the “Transaction”). In accordance with the terms of the Transaction, the Company proposes to consolidate its outstanding share capital (the “Share Consolidation”) on a two-for-one basis, and issue 40,000,000 post-Share Consolidation common shares (the “Consideration Shares”) to the shareholders of EuroMed in exchange for all of the outstanding share capital of EuroMed.
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.”
In connection with the Transaction, the Company anticipates issuing 4,500,000 post-Share Consolidation common shares to an arms’-length third party who assisted in introducing the Transaction to the Company.
It is a condition to completion of the Transaction that the Company undertake a non-brokered private placement (the “Financing”) of subscription receipts (each, a “Receipt”) to raise not less than $2,500,000. In order to satisfy this condition, the Company intends to offer up to 5,000,000 Receipts, at a price of $0.50 per Receipt. Proceeds of the Financing will be held in escrow pending completion of the Transaction. Immediately prior to completion of the Transaction, each Receipt will automatically be converted into one unit of the Company (each, a “Receipt Unit”). Each “Receipt Unit” will consist of one post-Share Consolidation common share of the Company, and one-half-of- one share purchase warrant (each whole warrant, a “Receipt Warrant”). Each “Receipt Warrant” will entitle the holder to acquire an additional post-Share Consolidation common share at a price of $1.00 for a period of twenty-four months from their date of issue.
All securities issued in connection with the Financing, as well as the securities issued as compensation for introducing the Transaction, will be subject to a four-month-and-one-day statutory hold period.
Completion of the Transaction remains subject to a number of conditions, including 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.
Proposed Management and Board of Directors of the Resulting Issuer
Following completion of the Transaction, it is anticipated that the board of directors of the Company will be reconstituted to consist of Patrick Morris, Geoff Balderson, David Dalton and one additional nominee to be agreed between the Company and EuroMed. Management of the Company will consist of Patrick Morris as Chief Executive Officer and Corporate Secretary, and Geoff Balderson as Chief Financial Officer. The following are brief profiles of the proposed members of management and the board of directors:
Patrick Morris: Director, Chief Executive Officer and Corporate Secretary
Mr. Morris is an entrepreneur and capital markets executive experienced in a number of industries including resource exploration, pharmaceutical cannabis, blockchain technologies, and finance. With 15 years of capital markets experience raising funds for microcap companies and executing corporate development strategies, Mr. Morris has taken numerous companies public through initial public offerings and reverse takeover transactions. Mr. Morris also co-created and co-produced Canada’s first nationally syndicated radio show about growth stock opportunities broadcast on fourteen of the top-rated news talk stations across Canada.
Geoff Balderson: Director and Chief Financial Officer
Mr. Balderson is the President of Flow Capital Corp. and Harmony Corporate Services Ltd., both private business consulting companies located in Vancouver, British Columbia. Mr. Balderson has been an officer and director of several TSX Venture Exchange listed companies over the past 12 years. Prior to that he was an investment advisor at Union Securities and Georgia Pacific Securities Corp.
David Dalton: Independent Director
Dr. Dalton is a director of AGRIMED, which owns one of the twelve licenses authorized by the Commonwealth of Pennsylvania to grow and process medical cannabis. In addition to over 45 years’ experience in the pharmaceutical world, Dr. Dalton served over 18 years as Vice President of Rite Aid, a chain of retail drug stores, and then founded and served as Chairman, President, CEO of several successful pharmaceutical and pharmaceutical related companies: Mednet, ManagedcareRx, Sivault Systems. Dr. Dalton is presently Chairman, President, CEO of Wellness Teladoc, Pharmacy Services Inc, Health Resources Inc and Univec Inc (UNVC). Dr. Dalton is an inductee of three Halls of Fame, has received recognition from several presidents of the United States, and is a recipient of the Senatorial-Medal of Freedom. Dr. Dalton received a Doctor of Pharmacy from West Virginia University School of Pharmacy. In addition to his extensive background in pharmaceutical field, he is a visiting professor and lectures at several schools of pharmacy throughout the United States, and former President of West Virginia University School of Pharmacy Presidential Committee.
Further information regarding the Transaction, including a detailed use of proceeds for the Financing and financial information of EuroMed, 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 (www.sedar.com).
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"An investment in knowledge pays the best interest."
Benjamin Franklin
All posts are my opinion only.
Benjamin Franklin
All posts are my opinion only.
