Here is an excerpt from the Rewardstream documents on file with SEDAR.
The last paragraph discusses the holding period
I said Sept.1st however I was corrected and told Sept.2nd I know Dr. Dalton is on the BOD. Not sure at this point how things will come together with our Conglomerate and don't want to venture a guess.
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-ofone 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
The last paragraph discusses the holding period
I said Sept.1st however I was corrected and told Sept.2nd I know Dr. Dalton is on the BOD. Not sure at this point how things will come together with our Conglomerate and don't want to venture a guess.
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-ofone 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
2
