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VANCOUVER, Nov. 28, 2018 /CNW/ - DionyMed Brands Inc. (the "Corporation") (formerly Sixonine Ventures Corp. (NEX:SNX.H)), a multi-state cannabis brand and distribution platform, is pleased to announce the completion of its previously announced business combination (the "Business Combination") pursuant to the definitive business combination agreement dated as of October 2, 2018, among the Corporation, 1180820 B.C. Ltd. (the "Subsidiary"), a wholly-owned subsidiary of the Corporation, and DionyMed Holdings Inc. ("DionyMed").
Pursuant to the Business Combination, the Corporation acquired all of the issued and outstanding common shares, series A compressed shares and series F compressed shares in the capital of DionyMed by way of a three-cornered amalgamation. As part of the Business Combination, DionyMed amalgamated with the Subsidiary to form a wholly-owned amalgamated subsidiary of the Corporation ("Amalco"), which was followed by the vertical amalgamation between Amalco and the Corporation, with the Corporation being the sole remaining entity.
In connection with the closing of the Business Combination, the Corporation is also pleased to announce the conversion of the DionyMed Subscription Receipts (as defined below) into common shares of DionyMed, which were immediately exchanged for post-consolidation subordinate voting shares of the Corporation (the "Subordinate Voting Shares").
Consolidation and Name Change
In connection with the Business Combination, the Corporation completed a consolidation of its issued and outstanding common shares on the basis of 1 post-consolidation Subordinate Voting Share for every 8.43295184 pre-consolidation common shares issued and outstanding, and changed its name to "DionyMed Brands Inc."
Pursuant to the Business Combination, the Corporation issued an aggregate of: (a) 12,085,007 Subordinate Voting Shares in exchange for the outstanding DionyMed common shares (including those DionyMed common shares issued upon conversion of the DionyMed Subscription Receipts); (b) 31,353 Series A Multiple/Subordinate Voting Shares (each convertible into 100 Subordinate Voting Shares) in exchange for the outstanding DionyMed series A shares; and (c) 6,598 Series F Multiple Voting Shares (each convertible into 5,000 Subordinate Voting Shares) in exchange for the outstanding DionyMed series F shares.
Following completion of the Business Combination, the Corporation has an aggregate of 12,932,388 Subordinate Voting Shares, 31,353 Series A Multiple/Subordinate Voting Shares and 6,598 Series F Multiple Voting Shares issued and outstanding.
The Subscription Receipts
The subscription receipts of DionyMed (the "DionyMed Subscription Receipts") issued pursuant to the private placement completed on November 1, 2018, (the "Subscription Receipt Offering") were automatically converted into one common share and one warrant of DionyMed and, as previously noted, those common shares and warrants of DionyMed were immediately exchanged for Subordinate Voting Shares and Subordinate Voting Share purchase warrants in connection with the completion of the Business Combination. In connection with the conversion of the DionyMed Subscription Receipts, Odyssey Trust Company, acting as the Subscription Receipt Agent for the DionyMed Subscription Receipts, has released the escrowed funds in accordance with the subscription receipt agreement entered into in connection with the Subscription Receipt Offering.
De-Listing from the TSXV and Listing on the CSE
The Corporation's shares have been delisted from the TSX Venture Exchange ("TSXV"). The Corporation received conditional approval to list its Subordinate Voting Shares on the Canadian Securities Exchange on November 22, 2018. The Subordinate Voting Shares are expected to commence trading on the CSE on November 29, 2018 under the ticker symbol "DYME".
Change in Management
In connection with the Business Combination, the management and board of the Corporation have resigned and a new board and senior management have been appointed. The new board of directors and senior management of the Corporation are:
Edward Fields, Chair and Chief Executive Officer
Prior to joining the cannabis industry, Mr. Fields spent more than 20 years developing and marketing educational technology and enterprise software solutions. He was Director of Interactive Publishing at The Learning Company. He served as President and Chief Executive Officer of ProductFactory, Inc. and as Senior Vice President of Marketing at Agile Software Corporation.
After Agile Software, Mr. Fields founded HotChalk, Inc. in 2004 with a vision of improving education outcomes, providing access to education for everyone everywhere, and building the largest online education community in the world. Mr. Fields grew the business to 463 employees while navigating the complexities of the highly regulated Title IV higher education industry. He left HotChalk at the end of 2016 to pursue opportunities in cannabis.
During his tenure at HotChalk, in addition to serving as HotChalk's Board Chair, Mr. Fields served as a Board Member at the Center for Education Reform (CER) from September 2012 through June 2016. CER is the pioneer and leading advocate for structural and sustainable changes that can dramatically improve educational opportunities in the U.S.
Mr. Fields continues his passion in education by currently serving as a Board Member of Camfed. Camfed is an international non-governmental, non-profit organization founded in 1993. Its mission is to eradicate poverty in Africa through the education of girls and the empowerment of young women.
Mr. Fields has a Bachelor of Arts Degree in Mass Communications from the University of Denver.
Peter Kampian, Chief Financial Officer
Mr. Kampian, CPA, CA, has a long track record as a financial executive with a number of Canadian public companies.
Mr. Kampian was the Chief Financial Officer of Mettrum Health Corp., an early entrant to the Canadian cannabis market, where Mr. Kampian as a key member who took the company public on the TSXV (MT.V). Mettrum was acquired by Canopy Growth Corp. in early 2017. Mr. Kampian worked with Canopy Growth Corp to assist in the transition and integration of Mettrum.
Mr. Kampian previously served as Chief Financial Officer of Algonquin Power Income Fund, a power producer and infrastructure company across North America, where he led and supported debt and equity capital raising.
Mr. Kampian is also a board member of Red Pine Exploration Inc (RPX.V), a mining exploration company, and James E Wagner Cultivation Corporation (JWCA.V), a Canadian cannabis cultivator. Mr. Kampian has also held board positions with CannaRoyalty Corp (CRZ.CN), a North American Product and brands company, and Flow Capital Corp (FW.V), a diversified asset investor.
Mr. Kampian was also involved with several startup businesses in renewable energy including Threshold Power Trust (as Chief Financial Officer from 2012 to 2013), Riverbank Power Corporation (as Chief Operating Officer from 2011 to 2012) and Oneworld Energy Corporation (as Chief Financial Officer from 2009 to 2011).
Mr. Kampian is a Canadian Chartered Accountant and holds a Bachelor of Business Administration Degree from Wilfrid Laurier University.
Peter Hilliard, Chief Operating Officer
Starting his career in the hospitality industry, Mr. Hilliard held various operational and HR roles with theme parks, hotels and restaurants. Most notably, from November of 1994 to December of 1998, Mr. Hilliard served as VP HR Western US for Boston Market Restaurants, joining Boston Market when it had approximately 250 stores and leaving after it had scaled to over 1,000 stores and 30,000 employees.
During the internet revolution, from 1998 – 2000, Mr. Hilliard moved from hospitality to technology becoming a Partner and VP of Operations at consulting firm, 54th Street Partners, LLC. 54th Street Partners was an international management consulting and venture investment firm, which focused toward helping venture-backed companies accelerate their growth. Clients included: 35+ start-ups in addition to Borland Software, Brocade, Placeware, Sun Microsystems, Trimble, Philips, Envivio, iSarla, and others.
First while as consultant and later as employee, from 1999 to 2002, Mr. Hilliard served as VP of HR with SiteSmith, Inc. until its acquisition by MetroMedia Fiber Network (MFN) with a $1.3B valuation. Following SiteSmith's acquisition by MFN, Mr. Hilliard was hired by MFN as SVP HR and Administration and charged with the organizational consolidation and integration of four companies totaling ~$1B in revenue.
From June of 2002 to November of 2007, Mr. Hilliard served as SVP, HR and Corporate Services at Agile Software Corporation. Mr. Hilliard led the organizational integration of various acquisitions and in addition to his HR role, he led IT and several other corporate functions. Agile was successfully acquired by Oracle.
From November 2007 to November 2008, co-founded and served as President of ModSquad, Inc., a professional services provider to digital companies. In December 2008, Mr. Hilliard left his operational role at ModSquad in favor of joining the company's board of directors where he continued to serve until 2013.
From November 2008 to November 2015, Mr. Hilliard served as SVP, HR at Harmonic, Inc., a video delivery technology and services provider, where in addition to leading HR and other functions, he also led the successful acquisition of several companies.
From December 2015 to December 2016, Mr. Hilliard was Chief Administrative Officer of iconic Silicon Valley company, Silicon Graphic International (SGI). SGI recruited Mr. Hilliard for the very specific role of preparing the company organizationally and administratively for an eventual sale. SGI was successfully acquired by Hewlett Packard Enterprise a year after Mr. Hilliard joined.
Following SGI and prior to joining DionyMed Holdings, Mr. Hilliard served as Chief People Officer at Quantenna Communications, Inc., a provider of high-performance Wi-Fi solutions.
Mr. Hilliard studied Business Administration at San Jose State University.
Brett Moyer, Director
Mr. Brett A. Moyer serves as the President, Chief Executive Officer and Chairman of the Board at Summit Semiconductors Inc.
Mr. Moyer is a leader in wireless HD surround sound for the consumer electronics industry and a founding Member of WiSA (Wireless Speaker and Audio Association). He joined Focus Enhancements Inc. in 1997. Mr. Moyer serves on the Board of the WiSA association; an industry group dedicated to building a wireless standard for multi-channel home theater surround sound. From September 30, 2002 to 2010 he served as the President and Chief Executive Officer of Focus Enhancements Inc. Mr. Moyer joined Focus Enhancements Inc., a designer of world-class solutions in advanced, proprietary video and wireless video - 101 - technologies, in May 1997. From May 1997 to September 30, 2002, Mr. Moyer served as an Executive Vice President and Chief Operating Officer of Focus Enhancements Inc.
From February 1986 to April 1997, Mr. Moyer worked at Zenith Electronics Corporation, Glenview, II, where he served as a Vice President and General Manager of Zenith's commercial products division. Mr. Moyer also served as Vice President, sales planning and operations of Zenith. He served as director of HotChalk, Inc. from 2013 to 2016. He serves as a member of the board of Directors at Summit Semiconductors Inc. Mr. Moyer served as a Director of Focus Enhancements Inc., since September 30, 2002. He served as a Director of NeoMagic Corp., from March 5, 2007 to September 23, 2008.
Mr. Moyer has a Bachelor of Arts in Economics from Beloit College in Wisconsin and a Masters of International Management with a concentration in finance and accounting from the American Graduate School of International Management
David Kerr, Director
Mr. David Kerr is an accomplished executive, manager and corporate leader with over 30 years of experience in the power generation and infrastructure industries.
As a founder of Algonquin Power and Utilities Corp., one of the largest Canadian renewable power companies, Mr. Kerr successfully grew the publicly traded company from an $80 million IPO in 1997 to over $ 1 billion in assets.
As an early participant in the independent power producer industry, Mr. Kerr has been very active in the development of green-field power and infrastructure projects throughout North America and internationally.
In his career, Mr. Kerr has successfully built strong relationships within the independent power sector, capital markets, public utilities, government agencies and community stakeholders. David is a natural leader and has a strong stakeholder focus while effectively managing company and shareholder needs.
Mr. Kerr has an Honours Bachelor of Science from the University of Western Ontario.
Susan Watt, Director
A native of Montreal and Toronto, Ms. Watt has had a 30-year career in public service, holding various leadership roles within both the Government of Canada and the Ontario Provincial Government. As a lawyer, part of Ms. Watt's career was spent liaising with law enforcement agencies in an effort to improve Ontario's policing policies and procedures. As Ontario's only female Police Complaints Commissioner, Ms. Watt played a significant role in the formation and development of Ontario's Civilian Oversight of Police Initiative.
Since September, 2016, Ms. Watt has served as a board member on the Adoption Council of Ontario and is a former member of the Ontario Board of Parole. She is also the founder of The Peter Pan Foundation, a non-profit organization in Ontario which sponsors community events throughout the year designed to provide a positive and uplifting experience for children from less-fortunate backgrounds. Since January, 2018, Ms. Watt has served as a board member of Nobilis Health, a full-service healthcare development and management company.
Ms. Watt holds a Bachelor of Arts (B.A.) from McGill University, a Bachelor of Laws (LL.B.) from the University of Ottawa, and a Master of Laws (LL.M.) from the University of Cambridge in England.
Stephen Dineley, Director
Mr. Dineley is a recently retired Partner who specialized in Assurance Services at KPMG. An expert in his field with 30 years as a Partner, Stephen's expertise and knowledge served him well as he has worked closely with clients from a multitude of sectors which include healthcare, real estate, financial institutions, natural resources, transportation and industrials.
From 1998 to 2000, Stephen held the position of Chief Financial Officer at Extendicare Inc., one of the leaders in Canada's senior housing sector. During his tenure at the company, he oversaw the integration of one its most significant nursing centre acquisitions as well as the sale of its institutional pharmacy business.
Currently, Mr. Dineley provides consulting services to an alternate mortgage lender based in Toronto and serves as an expert witness to a legal firm. He also serves as a director for the Bank of New York Trust Company Canada.
About DionyMed Brands Inc.
Founded in 2017, DionyMed is a rapidly-growing, multi-state cannabis brands and distribution platform, supporting cultivators, manufacturers and award-winning brands in the medical and adult-use cannabis markets. DionyMed entered the cannabis industry in the vape cartridge manufacturing category and following California's adult-use legalization in January 2018, expanded from manufacturing into distribution. DionyMed sells branded products in every category from flower to vape cartridges, concentrates and edibles. DionyMed serves more than 700 dispensaries and completes over 40,000 Direct-To-Consumer deliveries each month with its growing portfolio of products and brands.
Certain portions of this press release contain "forward-looking information" within the meaning of applicable securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "targets," "continues", "estimates," "scheduled," "anticipates," "believes," "intends," "may," "could," "would" or might, and the negative of such expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward looking information. Such forward-looking statements include, without limitation, the date of listing on the CSE, the Corporation's growth plans throughout the United States and other factors.
Forward looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events, performance or results will be achieved, if achieved at all. Readers should not place undue reliance on such forward-looking statements, as they reflect management's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation and, where applicable, management of the Corporation, are inherently subject to significant business, economic, regulatory, competitive, political and social uncertainties and contingencies. Many factors could cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including among others, failure to obtain any of the required approvals for the listing on the CSE, failure to complete the listing on the CSE and failure to implement the Corporation's growth plans in the United States. The preceding list is not exhaustive of possible factors.
The Corporation disclaims any intent or obligation to update or revise publicly any forward-looking statements whether as a result of new information, estimates, future events or results, or otherwise, unless required to do so by applicable laws. The forward looking statements contained herein are expressly qualified in their entirety by this cautionary statement.
Neither the TSXV, the CSE nor any other securities regulatory authority, has in any way passed upon the merits of the Business Combination, nor has any such entity approved or disapproved the contents of this news release. Neither the TSXV, the CSE nor its Regulation Services Provider (as that term is defined in the policies of the TSXV), accepts responsibility for the adequacy or accuracy of this release.
The securities issued in connection with the Business Combination have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
SOURCE DionyMed Holdings Inc.
For further information: Edward Fields, CEO, [email protected], 408-656-4209; Peter Kampian, CFO, [email protected], 416-209-5982; Media Contact: Phil Carlson / Erika Kay, KCSA Strategic Communications, Phone: (212) 896-1233, Email: [email protected] / [email protected]