/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/
MONTRÉAL, June 6, 2018 /CNW Telbec/ - Groupe Lune Rouge Inc. ("Lune Rouge") announces today that, further to the closing on June 5, 2018 of the previously announced acquisition by 48North Cannabis Corp. (formerly Kramer Capital Corp.) (the "Company") of 100% of the issued and outstanding securities of 2558107 Ontario Inc. (formerly 48North Cannabis Inc., "48North PrivateCo") by way of a "three-cornered" statutory amalgamation of 48North PrivateCo and a wholly-owned subsidiary of the Company (the "Acquisition"), the common shares in the capital of 48North PrivateCo (the "Target Shares") and warrants to purchase Target Shares previously held by Lune Rouge were exchanged for common shares in the capital of the Company ("Common Shares") and warrants to purchase Common Shares (the "Warrants"), respectively, on a one for one basis. As a result of the Acquisition, Lune Rouge currently owns (i) 10,000,000 Common Shares representing approximately 12.85% of the outstanding Common Shares, (ii) Warrants to acquire up to 460,000 Common Shares at an exercise price of $0.65 (subject to adjustment in certain events) expiring on November 14, 2018, and (iii) Warrants to acquire up to 9,090,909 Common Shares at an exercise price of $0.75 (subject to adjustment in certain events) expiring on December 2, 2020. Assuming exercise in full of the Warrants, Lune Rouge could acquire up to 9,550,909 additional Common Shares which would bring Lune Rouge's securityholding percentage to 22.38% of the then outstanding Common Shares.
Immediately prior to the closing of the Acquisition, Lune Rouge held no securities in the Company and held (i) 10,000,000 Target Shares, (ii) warrants to acquire up to 460,000 Target Shares at an exercise price of $0.65 (subject to adjustment in certain events) expiring on November 14, 2018, and (iii) warrants to acquire up to 9,090,909 Target Shares at an exercise price of $0.75 (subject to adjustment in certain events) expiring on December 2, 2020.
Lune Rouge has assessed the potential of the Canadian market in the medical cannabis sector, and believes this sector could represent growth potential in a regulated and supervised market. Lune Rouge has, for this reason, decided to invest in 48North, a corporation operating in such sector.
Lune Rouge holds Common Shares and Warrants for investment purposes. Depending on market and other conditions, Lune Rouge may from time to time in the future increase or decrease its ownership, control or direction over the shares or other securities of the Company, through market acquisitions, private agreements, public offerings or otherwise. However, Lune Rouge has no pre-determined intention with respect to any of the foregoing. A copy of Lune Rouge's related early warning report will be filed with the applicable securities commissions and will be made available on SEDAR at www.sedar.com, a copy of which may be obtained by contacting Catherine Vu, Secretary-Treasurer, Groupe Lune Rouge Inc., at (514) 723-7646 x 8184.
About Lune Rouge
The guiding principle of Lune Rouge, founded in 2015, is to promote innovation, creativity and entrepreneurship. The company develops projects and invests in funds with a focus on technology, arts, entertainment and real estate, as well as on initiatives that generate positive social and environmental impacts.
SOURCE Lune Rouge
For further information: Anne Dongois, Media relations, 514 826-2050, [email protected]