Eve & Co Incorporated Announces Closing of Qualifying Transaction
TORONTO, June 28, 2018 (GLOBE NEWSWIRE) -- Eve & Co Incorporated (formerly Carlaw Capital V Corp.) (the “Company”) or “Eve & Co”) (NEX:CVC.H) is pleased to announce that it has completed its previously announced qualifying transaction (the “Qualifying Transaction”) consisting of the acquisition of all of the issued and outstanding common shares (the “Target Shares”) in the capital of Natural MedCo Ltd. (formerly 1600978 Ontario Inc.) (the “Target”) by way of a “three-cornered amalgamation” pursuant to the provisions of the Business Corporations Act(Ontario), whereby a wholly-owned subsidiary of the Company amalgamated with the Target. Final approval of the Qualifying Transaction by the TSX Venture Exchange (the “TSXV”) will occur upon the issuance of a Final Exchange Bulletin (the “Exchange Bulletin”) by the TSXV.
Subject to final approval of the TSXV, the common shares in the capital of the Company (each, a “Common Share”) are expected to commence trading on the TSXV under the symbol “EVE”.
Immediately prior to the closing of the Qualifying Transaction, the Company filed articles of amendment to: (i) change its name to “Eve & Co Incorporated”; and (ii) split the Common Shares (the “Stock Split”), as more fully described in the Company’s management information circular dated April 6, 2018. As a result of the Stock Split, the Company’s shareholders of record as of close of business on June 27, 2018, will receive one additional Common Share for every one Common Share held.
Immediately prior to the completion of the Qualifying Transaction, the escrow release conditions Target’s subscription receipts were satisfied and the remaining portion of the proceeds of the Target’s equity private placements, as detailed in the Company’s June 14, 2018 press release available on the Company’s SEDAR profile at www.sedar.com, were released from escrow.
Following the completion of the Qualifying Transaction, the Company has 211,144,014 Common Shares issued and outstanding.
Further information about the Qualifying Transaction is available on the Company’s SEDAR profile at www.sedar.com.
Escrowed Securities
Pursuant to the terms of a value security escrow agreement dated June 28, 2018, among the Company, TSX Trust Company (as escrow agent) and escrowed shareholders of the Company, an aggregate of 103,725,642 Common Shares have been placed in escrow, whereby 25% of such securities will be released upon the issuance of the TSXV Bulletin and the balance of such securities will be released in equal tranches of 25% every six months thereafter.
Certain non-principal former shareholders of the Target who, upon closing of the Qualifying Transaction, now hold an aggregate of 38,850,000 Common Shares, are subject to a hold period whereby 25% of such securities will be released upon the issuance of the TSXV Bulletin and the balance of such securities will be released in equal tranches of 25% every six months thereafter.
Directors, Officers and Auditors
As a result of the closing of the Qualifying Transaction, the directors and officers of the Company are now:
| Melinda Rombouts | President, Chief Executive Officer and Director |
| Jacqueline Scott | Chief Financial Officer |
| Mehraneh Ebrahimi | Director |
| Clark Moeller | Director |
| Jonathan Pollack | Director |
| Ravi Sood | Director |
| Michael Young | Director |
| Richard Kimel | Corporate Secretary |
The Company’s auditors are MNP LLP, Chartered Professional Accountants.
About Eve & Co Incorporated
Eve & Co, through its wholly owned subsidiary Natural MedCo Ltd., is a licensed producer and seller of dried cannabis, cannabis plants and cannabis seeds under the Access to Cannabis for Medical Purposes Regulations(ACMPR).
Eve & Co is led by a team of agricultural experts and has a 220,000 sq. ft. scalable greenhouse production facility located in Middlesex County, Ontario with 32 acres of adjacent land for future expansion. Eve & Co has broken ground on an additional 780,000 sq. ft. ‘Phase Two’ expansion, bringing Eve & Co’s total anticipated greenhouse capacity to 1,000,000 sq. ft.
The TSXV has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this press release constitute forward-looking information. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s future, strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.
Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to: Eve & Co’s ability to obtain final approval of the TSXV in a timely manner or at all. Additional information identifying risks and uncertainties is contained in the Company’s filings with Canadian securities regulators, and available at www.sedar.com. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.
| For additional information, please contact: | |
| Melinda Rombouts President and Chief Executive Officer Eve & Co Incorporated Telephone: (855) 628-6337 | |
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