SOL Global Investments Corp. (CSE: SOL) (OTCPK: SOLCF) portfolio company CannCure Investments has entered into a definitive business combination agreement with Goldstream Minerals Inc. The deal was previously announced in January and the companies are planning a reverse takeover of Goldstream by CannCure.
According to the company statement, the resulting company will initially operate in the State of Florida via One Plant Florida (formerly 3 Boys Farm LLC) and in the event that its proposed acquisition of ECD Holdings Inc. (d/b/a as “Northern Emeralds”) is completed, will begin operations in the State of California. As the company previously announced, Brady Cobb will step down as CEO and a director of SOL Global to lead the new MSO effective upon the closing of the Proposed Transaction. Closing of the Proposed Transaction is expected to occur in late April 2020 or such other date as may be mutually agreed to by the parties.
Goldstream will de-list from the NEX board of the TSX Venture Exchange and the resulting issuer will apply to list its common shares on the Canadian Securities Exchange (CSE). The proposed deal cannot be completed while Goldstream is listed on the NEX board of the TSXV. Sol Global said that an application will be made to voluntarily delist its common shares from the NEX board of the TSXV and to list the common shares of the resulting company on the CSE.
Terms Of The Deal
The company said in the statement that the following terms were part of the deal:
- the consolidation of Goldstream’s common shares on a 23.3053:1 basis, the issuance of post-Consolidation Goldstream common shares to holders of CannCure common shares on a 1:1 basis;
- the continuance of Goldstream into the province of British Columbia;
- the entering into of lock-up agreements by certain CannCure shareholders, officers and directors;
- CannCure obtaining a US$15,000,000 construction loan from an arm’s length third party lender or completing an alternative financing to ensure sufficient funding for the MSO operations following closing;
- the approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, including, without limitation, approval from the Florida Department of Health, Office of Medical Marijuana Use; and
- other closing conditions customary to transactions of the nature of the Proposed Transaction.