Vancouver, B.C., October 3, 2018 – Biome Grow Inc. (formerly Orca Touchscreen Technologies Ltd.) (the “Company” or “Biome”) is pleased to announce the completion of its previously announced three-cornered amalgamation transaction (the “Transaction”) with Cultivator Catalyst Corp. (“CCC”) and 1151856 B.C. Ltd. (“Orca Sub”). Pursuant to the amalgamation agreement dated April 25, 2018 among the Company, CCC and Orca Sub (“Amalgamation Agreement”), the Company indirectly acquired all of the issued and outstanding securities of CCC in exchange for securities in the capital of the Company, constituting a “fundamental change” of the Company within the meaning of the policies of the Canadian Securities Exchange (the “Exchange”). In connection with the Transaction, the Company changed its name to “Biome Grow Inc.” and consolidated its common shares (“Common Shares”) on the basis of one post-consolidation Common Share for each 50 pre-consolidation Common Shares, together with a corresponding and equal consolidation of the Company’s issued and outstanding common share purchase warrants. The Exchange issued its conditional approval of the Transaction on August 22, 2018. It is expected that the Company’s Common Shares will resume trading on the Exchange under the new symbol “BIO” on Tuesday, October 9, 2018, after the Exchange’s conditions for listing are satisfied and the Exchange issues its final bulletin confirming completion of the Transaction.
On October 3, 2018 (the “Closing Date”), the Company completed the Transaction pursuant to the Amalgamation Agreement and acquired all of the issued and outstanding common shares and special class C shares in the capital of CCC by way of a three-cornered amalgamation. In connection with the Transaction, CCC common shareholders received five Common Shares for each common share of CCC held and the sole CCC special class C shareholder received one special class C share in the capital of the Company (the “Special Class C Shares”), resulting in an aggregate of 106,164,475 Common Shares and one Special Class C Share being issued to former CCC shareholders. In addition, all of the outstanding common share purchase warrants of CCC were exchanged for common share purchase warrants of the Company on a five-for-one basis and on substantially similar economic terms and conditions as previously issued. Following the completion of the Transaction CCC is now a wholly-owned subsidiary of the Company. The Company will conduct the principal business of CCC, as described in greater detail in the Listing Statement (hereinafter defined).
A listing statement describing the Company and CCC, as well as the terms of the Transaction, prepared in accordance with the policies of the Exchange, is available on SEDAR at www.sedar.com (the “Listing Statement”). The summary information set out herein is qualified in its entirety by the Listing Statement.
Outstanding Share Capital and Escrow
The Company currently has a total of 107,317,729 Common Shares and 1,439,732 Common Share purchase warrants outstanding. The Company also has issued and outstanding options with an aggregate value of $200,000 (as further described in the Listing Statement). As of the Closing Date, 61,142,505 Common Shares are subject to escrow pursuant to the policies of the Exchange and will be released from escrow in accordance with the terms of the respective escrow agreements.
New Board and Management
Effective on the closing of the Transaction, Brian Gusko resigned as Chief Executive Officer of the Company and was replaced by Khurram Malik and David Schwartz resigned as Secretary of the Company. Brian Gusko, Christine Mah and Nigel Alexander Horsley also resigned as directors of the Company and were replaced by Khurram Malik, George Smitherman, Brett James, J. Mark Lievonen and Steven Poirier. Abbey Abdiye remains the Company’s Chief Financial Officer.
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Biome Grow wholly owns Great Lakes Cannabis, a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the ACMPR. Biome also owns four other wholly-owned subsidiaries: Highland Grow Inc., a licensed producer in Nova Scotia under Canada’s ACMPR; The Back Home Medical Cannabis Corporation, a company incorporated under the laws of the Province of Newfoundland and Labrador and in the late stages of applying for a license under the ACMPR; Red Sands Craft Cannabis Co., a company incorporated under the laws of the Province of Prince Edward Island and; Weed Virtual Retail Inc., a company incorporated under the laws of the Province of Ontario in the business of operating a new virtual reality technology platform focused exclusively on the medical and recreational cannabis markets. Biome is a Canadian-based company with national and international business interests.
Certain statements or projections contained in this document are forward-looking statements, including those that discuss the Company’s intention that Great Lakes Cannabis Co. will position itself to supply cannabis products for Canadian and international markets, its expectation that it will receive a cultivation license and the timing associated therewith, the specifics associated with the Great Lakes Cannabis production facility and when such facility will be complete, production capacity in the other provinces in which Biome operates in and the timing of when such facilities will have sufficient local production, its plans to build a local and sustainable ecosystem in Ontario, its plans to operate a diversified mix of low cost licensed cannabis production facilities across Canada and other jurisdictions including internal jurisdictions and the long term business plans of Biome. Such forward-looking statements reflect management’s current beliefs and expectations and are based on assumptions made by and information currently available to the Company, including the assumption it will be able to obtain all necessary regulatory licenses, permits and approvals to produce and sell cannabis and generally operate its business in both Canada and internationally, that labour, construction, and other costs will remain low for its licensed cannabis production facilities, and sufficient financial resources will be available.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, among other things, a failure to obtain or delays in obtaining the required regulatory licenses, permits, or approvals, changes to legislation, changes in cannabis research or the general public’s perception of cannabis, crop failure, labour disputes, increases in labour and/or construction costs, rising energy costs, an inability to access financing as needed, and a general economic downturn. These forward-looking statements speak only as of the date on which they are made, and the Company, or any of its subsidiaries undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.