SASKATOON, March 8, 2019 /CNW/ - Thunder Development Inc. ("Thunder") announces today that is has filed an early warning report in respect of its holdings in WestLeaf Inc. (the "Corporation")(TSXV: WL). Thunder previously held 16,000,000 shares in Westleaf Cannabis Inc. ("Westleaf Cannabis") which were converted into 16,000,000 shares of the Corporation as outlined in the transaction described below. Thunderchild First Nation is the sole shareholder of Thunder.
On December 28, 2018 (the "Closing Date"), the Corporation closed a business combination involving Westleaf Cannabis, constituting a "reverse takeover transaction" of the Corporation (the "Transaction") pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange (the "Exchange")). The Corporation as it now exists as a result of the completion of the Transaction (the "Resulting Issuer") will continue to carry on the business of Westleaf Cannabis.
Pursuant to the terms of an amalgamation agreement dated October 4, 2018, as amended between the Corporation, Westleaf Cannabis and 2147378 Alberta Ltd. ("Subco"), a wholly-owned subsidiary of the Corporation, Westleaf Cannabis and Subco amalgamated on the Closing Date (the "Amalgamation") under the Business Corporations Act (Alberta) ("ABCA") to form a new company under the corporate name "Westleaf Enterprises Inc." ("Amalco"). Prior to the Closing Date, on December 27, 2018, the Corporation amended its articles to change its name to "Westleaf Inc.".
On the Closing Date, pursuant to the Amalgamation (with each Resulting Issuer Share being issued on a post-Consolidation basis): (a) each common share of Westleaf Cannabis (the "Westleaf Shares") were cancelled and replaced by one fully paid and non-assessable Resulting Issuer Share (such ratio of 1:1 being the "Exchange Ratio"); (b) all of the outstanding: (i) Westleaf Share purchase options; (ii) restricted share units of Westleaf Cannabis; (iii) Westleaf Share purchase warrants of Westleaf Cannabis; and (iv) performance warrants of Westleaf Cannabis, in each case that were not exercised prior to the Closing Date, became exercisable for Resulting Issuer Shares in accordance their terms at the Exchange Ratio; (c) the common shares of Subco ("Subco Shares") were cancelled and replaced by common shares of Amalco ("Amalco Shares") on the basis of one Amalco Share for each Subco Share; and (d) as consideration for the issuance of the Resulting Issuer Shares to effect the Amalgamation, Amalco issued to the Corporation one Amalco Share for each Common Share issued to the previous holders of Westleaf Cannabis Shares.
The 16,000,000 shares held by Thunder as a result of the Amalgamation represents approximately 11.3% of the Corporation's issued and outstanding shares.
The acquisition of the shares described in this press release was for investment purposes and in accordance with applicable securities laws. Thunder may, from time to time and at any time, acquire or dispose of shares of the Corporation in the open market or otherwise, and reserves the right to dispose of any or all of its shares in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the shares, the whole depending on market conditions, the business and prospects of the Corporation and other relevant factors.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the filing of an early warning report by the Company (the "Early Warning Report").
For further details, please see the Early Warning Report, a copy of which is available on the Corporation's profile on SEDAR at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Thunder Development Inc.
For further information: Gary Guild, CFO, Thunderchild First Nation, Box 600, Turtleford, SK S0M 2Y0