The Acquisition furthers the Company's streaming platform strategy by providing the Company additional resources and regulatory tools to help accelerate Wheaton Licensing Program participants' pathway to licensing under the Access to Cannabis for Medical Purposes Regulations.
Located in Carleton Place, Ontario, RockGarden is a privately owned licensed producer of cannabis pursuant to the ACMPR. On August 25, 2017 RockGarden was granted a cultivation license (the "License").
Hugo Alves, President of Wheaton Income commented, "When we set the strategy for Wheaton Income it was about building a dynamic platform that promoted sustainable growth for both the industry and our shareholders. The acquisition of RockGarden will act as a strategic tool to help us with on-going partnerships and opportunities, but most importantly the development and execution of our existing and prospective streaming relationships."
Chuck Rifici, Chief Executive Officer of Wheaton Income stated, "I couldn't be happier to work with RockGarden -- whom I and the entire Wheaton Income team believe has tremendous pedigree well suited to succeed in a legal regulated environment. As much as this is a strategic acquisition, it is also a cultural acquisition for us. We pride ourselves on building valuable, ethical and long-standing relationships within the industry and are excited to welcome the incredible RockGarden team to the Wheaton Income family. It's a winning combination as the industry moves forward and becomes continually more competitive. This acquisition represents another way that the Wheaton Income platform drives Growth by Diversity."
"RockGarden management and shareholders are thrilled to join the Wheaton family. Cannabis Wheaton's all-star team has both industry-leading experience and financial acumen which are key requirements to becoming a national leader in the cannabis industry. We are proud to be an important part of that success," stated Deborah Hanscom, Chief Executive Officer of RockGarden.
Vlad Klacar, Associate General Counsel and the primary mentor to the Wheaton Licensing Program said, "In addition to acquiring an excellent facility and a fantastic team, the RockGarden acquisition provides the Wheaton Licensing Program with a regulatory tool that will accelerate the development of our Wheaton Licensing Program participants and provide an expedited pathway for incredible entrepreneurs to participate in the regulated cannabis industry. Stay tuned for more news on this front in the coming weeks."
In connection with the Acquisition, the shareholders of RockGarden are entitled to receive aggregate consideration of 27,499,912 common shares in the capital of the Company ("Common Shares"), issued to the shareholders of RockGarden (the "RG Shareholders") as follows:
- 17,499,970 Common Shares upon closing of the Acquisition;
- 4,999,971 Common Shares issued and held in escrow to be released to the RG Shareholders upon RockGarden receiving a sales authorization under the License; and
- 4,999,971 issued and held in escrow to be released upon certain key employees satisfying certain performance obligations set out in the Share Purchase Agreement.
All Common Shares are subject to a statutory hold period expiring on 4 months and 1 day from the date of issuance. In addition, certain officers, directors and insiders of RockGarden have agreed to enter into lock-up agreements in favour of the Company restricting their ability to transfer their Common Shares (the "Locked-up Securities") until the date that is 12 months following the Closing Date, provided that: (i) one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 4 months and one day following the Closing Date; and (ii) a further one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 6 months and one day following the Closing Date; (iii) a further one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 9 months and one day following the Closing Date.
Stoic Advisory Inc. acted as financial advisor to RockGarden in the completion of the Acquisition.
ON BEHALF OF THE BOARD
"Chuck Rifici" Chairman & CEO
About Wheaton Income. (TSX VENTURE: CBW)
Wheaton Income is a collective of entrepreneurs with a passion for the cannabis industry past, present and future. Our mandate is to facilitate growth for our partners by providing them with financial support and sharing our collective industry experience. Our partners all have different visions, voices and brand values, and all share a common goal -- to build a world-class industry based on ethics, diversity, quality and innovation.
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