PHOENIX, AZ and TORONTO, ON – November 14th, 2018 – Harvest Health & Recreation Inc. (the “Company”), formerly RockBridge Resources Inc. (“RockBridge”), is pleased to announce that it has completed its previously announced business combination (the “Business Combination”) with Harvest Enterprises Inc. (“Harvest”). In connection with the Business Combination, on November 13, 2018, an affiliate of Harvest, HVST Finco (Canada) Inc. (“Harvest Finco Canada”) completed a brokered private placement offering of subscription receipts for aggregate gross proceeds in the amount of US$218,149,676 (the “Offering”). The Offering was co-led by Eight Capital, Canaccord Genuity Corp. and GMP Securities L.P. (the “Co-lead Agents”), on behalf of a syndicate of agents including Beacon Securities Limited, Cormark Securities Inc. and Haywood Securities Inc. (collectively, the “Agents”). Eight Capital acted as the sole bookrunner in connection with the Offering.
Completion of the Offering
On November 13, 2018, Harvest Finco Canada completed the Offering pursuant to which Harvest Finco Canada issued 33,305,294 subscription receipts (the “Subscription Receipts”) at a price of US$6.55 per Subscription Receipt (the equivalent of C$8.67, based on the Bank of Canada exchange rate of C$1.3241 per US$1.00 on November 13, 2018) for gross proceeds of US$218,149,676. In connection with the closing of the Business Combination, 33,305,294 Subscription Receipts issued pursuant to the Offering were automatically converted into 33,305,294 common shares in the capital of Harvest Finco Canada and then exchanged into subordinate voting shares of the Company on a one-for-one basis.
Completion of the Business Combination and Escrow Release
The Business Combination was completed by way of, among other things, (i) several share exchanges between existing holders of common shares of various acquired companies and the Company, pursuant to which such holders were issued a combination of super voting shares, multiple voting shares and subordinate voting shares of the Company; (ii) a share exchange between existing holders of common shares of Harvest FINCO, Inc. (“Harvest FINCO USA”), an affiliate of Harvest, pursuant to which holders of common shares of Harvest FINCO USA were issued a combination of subordinate voting shares and multiple voting shares in exchange for Harvest FINCO USA common shares; and (iii) a three-cornered amalgamation among the Corporation, Harvest Finco Canada and 1185928 B.C. Ltd. (“BC Subco”), a wholly owned subsidiary of the Company, pursuant to which Harvest Finco Canada shareholders (including former holders of Subscription Receipts) received subordinate voting shares of the Company, and pursuant to which BC Subco amalgamated with Harvest Finco to form a new company, which was subsequently wound up into the Company.
As part of the Business Combination, the Company implemented a three class voting structure on November 14, 2018, including the creation of a new class of subordinated voting shares (the “Subordinate Voting Shares”), a new class of multiple voting shares (the “Multiple Voting Shares”) and a new class of super voting shares (the “Super Voting Shares”) and changed its name to “Harvest Health & Recreation Inc.” Each Subordinate Voting Share carries the right to one vote per share on all matters to be voted on by shareholders of the Company, each Multiple Voting Share carries the right to 100 votes per share on all matters to be voted on by shareholders of the Company, and each Super Voting Share carries the right to 200 votes per share on all matters to be voted on by shareholders of the Company.
The proceeds from the Offering, less certain expenses, were placed into escrow on completion of the Offering. The escrowed proceeds from the Offering, less the commission of the Agents and certain fees and expenses, were released from escrow.
The Company has received conditional approval from the Canadian Securities Exchange (“CSE”) for the listing of its Subordinate Voting Shares, which are expected to commence trading on the CSE under the ticker symbol “HARV” at market open on Thursday, November 15th, 2018. Listing is subject to the Company fulfilling all listing requirements of the CSE. Cassels Brock & Blackwell LLP acted as counsel and Marquis Partners LP acted as financial advisor to Harvest in connection with the transaction. Full details of the Company including the Business Combination are set out in the Company’s listing statement dated November 14th, 2018 (the “Listing Statement”). A copy of the Listing Statement can be found under RockBridge’s (now the Company’s) profile on SEDAR at www.sedar.com.
About Harvest Health & Recreation Inc.
Harvest Health & Recreation Inc. is one of the first consistently profitable, vertically integrated cannabis companies with one of the largest footprints in the U.S. Harvest’s complete vertical solution includes industry-leading cultivation, manufacturing, and retail facilities, construction, real estate, technology and operational expertise — leveraging in-house legal, HR and marketing teams, along with proven experts in writing and winning state-based applications. The company has more than 250 employees with proven experience, expertise and knowledge of in-house best practices that are drawn upon whenever Harvest enters new markets. Harvest’s executive team is comprised of leaders in finance, compliance, real estate and operations. Since its founding in 2011, Harvest has grown its footprint every year and now has licenses in eight states, with planned expansion into additional states by 2020. Harvest shares timely updates and releases as part of its regular course of business with the media and the interested public. For more information, visit: https://www.harvestinc.com/.
The CSE (operated by CNSX Markets Inc.) has in no way passed upon the merits of the Proposed Business Combination and has neither approved nor disapproved of the contents of this press release.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account or benefit of, persons in the United States or U.S. Persons. For more information about the transactions described herein, please refer to the Listing Statement.
Forward Looking Information
Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, information concerning the listing of the Subordinate Voting Shares, including whether conditions to the listing of the Subordinate Voting Shares will be satisfied, expectations for the effects of the Business Combination or the ability of the combined company to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Those assumptions and factors are based on information currently available to the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: ability to obtain requisite regulatory approvals and the satisfaction of other conditions to the listing of the Subordinating Voting Shares; the potential impact of the announcement of the consummation of the Business Combination on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Business Combination. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements and forward-looking information. The forward-looking information contained in this release is made as of the date hereof and the Company assumes no obligation to update or revise any forward looking statements or forward-looking information that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
Alex Howe for Harvest Health & Recreation Inc.
Ellen Mellody for Harvest Health & Recreation Inc.