MMJ PhytoTech Limited (ASX:MMJ) ("MMJ" or the "Company") today confirms that it has signed a definitive agreement with Canadian-based Harvest One Capital Corp. ("Harvest One") (CVE:WON). The definitive agreement outlines the sale of 100% of issued and outstanding shares (collectively, the "Purchased Shares") of United Greeneries Holdings Ltd ("UG") and Satipharm AG ("Satipharm") to Harvest One. Completion of this transaction will constitute Harvest One's "Qualifying Transaction" in accordance with the policies of the TSX Venture Exchange (the "Exchange"). - Definitive agreement signed with Harvest One to vend in 100% of issued capital of United Greeneries Holdings and Satipharm AG
- Represents a key milestone for MMJ and unlocks considerable shareholder value
- MMJ will hold ~70% of Harvest One and benefit from the Company's continued growth and development, plus access to North American capital markets
- Harvest One to be renamed Sol Growth Corp (CVE:SOL) following successful recapitalisation
Prior to completing the Qualifying Transaction, Harvest One will complete a consolidation of its issued and outstanding common shares (the "Harvest Shares" and each a "Harvest Share") at a 1.179 for 1 consolidation ratio.
As consideration for the Purchased Shares, Harvest One has agreed to pay C$2 million and issue 53,333,333 common shares in the capital of Harvest One (on a post-consolidation basis), to a wholly-owned subsidiary of MMJ. This will be at an ascribed price of C$0.75 per Harvest Share, representing approximately 98% of the issued and outstanding Harvest Shares pre-financing.
Completion of the Qualifying Transaction is subject to, among other things, (i) approval from the Exchange and MMJ shareholders, which will be sought at a meeting of shareholders on 9 January 2017; and (ii) completion of a financing for a minimum of C$15 million. Post financing, MMJ will own approximately 70% of Harvest One.
Following the completion of the Qualifying Transaction, Harvest One will be renamed Sol Growth Corp. (CVE:SOL).
The binding agreement represents a key milestone for MMJ and unlocks considerable value for shareholders, who will gain exposure to a 70%-owned publicly-listed entity that will have the necessary financial flexibility to grow and expand the UG and Satipharm assets. Importantly, Sol Growth will also have access to the large North American capital markets to underpin future advancement of both subsidiaries.
MMJ PhytoTech's Managing Director, Andreas Gedeon, commented: "This development will deliver considerable value to MMJ's shareholders, and subject to final shareholder approval, means the Company will now benefit from far greater exposure to the much larger and faster-growing North American cannabis market, and further benefit from access to larger pools of capital. This will provide us with the necessary financial flexibility to significantly scale up Sol Growth's operations and join the ranks of the larger North American cannabis companies.
"MMJ is in excellent shape and we look forward to finalising this transaction during Q1 2017 and updating shareholders on other developments in the near term."
Andreas Gedeon Managing Director Phone: +1-250-713-6302 Email: agedeon@mmj.ca www.mmjphytotech.com.au
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