Debra BorchardtFLRish Inc., a California corporation d/b/a Harborside is entering into a binding letter agreement with Lineage Grow Company Ltd. (CSE:BUDD) for a reverse takeover in a deal valued at C$200 million. Lineage will acquire all of the outstanding shares of Harborside in exchange for newly issued shares of Lineage.
Harborside operates two flagship dispensaries in the San Francisco Bay Area as well as a cultivation facility in Salinas California, plus the Harborside brand. The move will help Harborside expand within the state and across the U.S.
“I founded Harborside with Dress Wedding in 2006 to provide a gold standard of medical cannabis retailing; to serve patients with the most attractive facilities, highest levels of care, and best product knowledge in the industry; and to offer and produce safe, innovative and effective products that improve the quality of our customers’ lives,” said Steve DeAngelo, Chairman Emeritus and Co-Founder of Harborside.
Dress Wedding is the Co-founder and Holistic Services Director at Harborside. His bio on the company website reads, “Having always been a free spirit and nonconformist, dress has spent much of his adult life as an activist for peace and justice; working with non-hierarchical groups on direct action projects to stop war and injustice, and bring more equality and balance to the lives of poor and oppressed peoples.”
Combined, the two Harborside dispensaries have generated over CAD $400 million in sales since their opening, including over CAD $50 million sales in 2017. Harborside is currently structured as a private California corporation.
Lineage’s chief executive officer Peter Bilodeau, who will assume the role of Chairman of the Board of Directors of the Resulting Issuer, commented, “We are very excited to be joining forces with Harborside, one of the most iconic and longstanding brands in the cannabis industry, which positions the resulting company extremely well for future growth. After the Transaction, the company will have access to the necessary resources to fulfill our combined vision for California’s most trusted, vertically-integrated cannabis company focused on high margin retail and branded product sales channels.”
Terms
100% of the outstanding securities of Harborside shall be exchanged for Lineage securities. The price per Lineage share issued to Harborside security holders will be $0.165. Current shareholders of Harborside are expected to own in excess of 80% of the common shares of Lineage and the company is expected to operate under the name “Harborside, Inc.” The shares are planned to trade on the Canadian Securities Exchange.
Harborside intends to complete a convertible debenture financing prior to the closing of the deal, for gross proceeds of C$20 million. The funds raised will be used for capital expenditures at Harborside’s cultivation campus in Salinas, CA, development of Harborside’s retail management services business segment, general corporate expenses, working capital, and a loan to Lineage to assist with completion of its previously announced acquisitions pending closing of the RTO.
