Trichome Financial Announces Update on Definitive Agreement with IM Cannabis
Trichome Financial Corp. (CSE:TFC, OTC PINK:TRICF) updated the exchange ratio related to its agreement with IM Cannabis Corp. (IMCC), announced on February 12, 2021. Following IMCC's share consolidation of 1:4, the revised consideration for Trichome shareholders will now be 0.24525 IMCC shares for each Trichome share. A special meeting for Trichome shareholders is scheduled for March 15, 2021, to approve the transaction, with required regulatory approvals anticipated by March 17, 2021.
- Revised exchange ratio improves shareholder value with 0.24525 IMCC shares for each Trichome share.
- Transaction enables shareholders to participate in the growth of IM Cannabis, a leader in the medical cannabis sector.
- Shareholders may face dilution risks from the share consolidation.
- Regulatory approvals are still pending, which could delay completion of the transaction.
TORONTO, ON / ACCESSWIRE / February 12, 2021 / Trichome Financial Corp. (the "Company" or "Trichome") (CSE:TFC)(OTC PINK:TRICF) today announced a revised exchange ratio with respect to the arrangement agreement with IM Cannabis Corp. ("IMCC") (IMCC) announced on December 30, 2020, as amended January 22, 2021 (the "Transaction") to reflect IMCC's anticipated share consolidation and an update on the timing of closing of the Transaction.
On February 10, 2020, IMCC announced that it will be consolidating all of its issued and outstanding common shares ("Common Shares") on the basis of one (1) post-consolidation Common Share for each four (4) pre-consolidation Common Shares (the "Share Consolidation"). The Share Consolidation is being performed to meet the minimum share price requirement set by NASDAQ Capital Market ("NASDAQ") given IMCC's application to list its Common Shares on the NASDAQ. As announced on December 30, 2020, under the terms of the Transaction, the shareholders of Trichome will receive 0.981 common shares of IMCC for each common share of Trichome (the "Consideration"). Adjusting for the Share Consolidation, the Consideration will be revised to 0.24525 Common Shares of IMCC for each common share of Trichome. IMCC's Common Shares are expected to commence trading on a post-Share Consolidation basis on the Canadian Securities Exchange (the "CSE") on February 12, 2021.
A special meeting (the "Meeting") of Trichome shareholders to approve the Transaction will be held on March 15, 2020 commencing at 10:00am (Toronto time). A circular in connection with the Meeting will be mailed to Trichome shareholders on February 22, 2021. The Transaction, which is to be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario), will require the approval of: (i) two-thirds of the votes cast by shareholders of Trichome; and (ii) a simple majority of the Trichome shareholders, excluding Marc Lustig and Michael Ruscetta in accordance with Multilateral Instrument 61-101, at the Meeting. Completion of the Transaction will also be subject to court and regulatory approvals, which are currently expected to be received on or about March 17, 2021.
About Trichome Financial Corp.
Trichome Financial is a specialty finance company focused on providing flexible and creative capital solutions to the global legal cannabis market. Trichome was created to address the lack of credit availability in the large, growing and increasingly complex cannabis market. Trichome Financial's experienced founders and management team have a unique edge to capitalize on proprietary deal flow and industry insight in order to drive the best risk-adjusted returns on shareholder's capital. With the recent acquisition of the assets of James E. Wagner Cultivation Corp., Trichome Financial is focused on acquiring related assets to compliment JWC and leverage the knowledge, expertise and insights of its employees, management and founders.
For further information about Trichome Financial please visit us at www.trichomefinancial.com or @trichomefinance on Twitter and refer to the joint information circular of Trichome Financial and 22 Capital dated May 29, 2019 which is available on the Company's SEDAR profile at www.sedar.com.
About IM Cannabis Corp.
IMC is an MCO in the medical cannabis sector headquartered in Israel and with operations In Israel and Germany. Over the past decade, the Company believes that the IMC brand has become synonymous with quality and consistency in the Israeli medical cannabis market. The Company has also expanded its business to offer intellectual property-related services to the medical cannabis industry.
In Europe, IMC operates through Adjupharm GmbH, a German-based subsidiary and EU-GMP certified medical cannabis distributor. IMC's European presence is augmented by strategic alliances with various pan-European EU-GMP cultivators and distributors to capitalize on the increased demand for medical cannabis products in Europe and bring the IMC brand and its product portfolio to European patients.
READER ADVISORY
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: the timing, approval of, and successful closing of the Transaction and statements relating to the timing, terms and completion of the Share Consolidation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Trichome Financial assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Contact Information
Michael Ruscetta, CEO
Telephone: (416) 467-5229
Email: info@trichomefinancial.com
Marc Charbin, Investor Relations
Telephone: (416) 467-5229
Email: marc.charbin@loderockadvi
SOURCE: Trichome Financial Corp.
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FAQ
What is the revised exchange ratio for Trichome Financial Corp. and IM Cannabis Corp. transaction?
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What does the transaction between Trichome Financial Corp. and IM Cannabis entail?
