|April 30, 2018|
Paget Minerals Corp. Agrees To Reverse Takeover Transaction With Ascent Industries Corp.
|April 30, 2018 - Vancouver, British Columbia -- Paget Minerals Corp (NEX: PGS.H) ("Paget") announces that it has entered into a letter of intent (the "Letter Agreement") with Ascent Industries Corp., a privately held corporation existing under the provisions of the Business Corporations Act (British Columbia) ("Ascent" or the "Company"), which outlines the general terms and conditions pursuant to which Paget and Ascent have agreed to complete a transaction that will result in a reverse take-over of Paget by Ascent (the "Transaction"). The Letter Agreement was negotiated at arm's length and is effective as of April 12, 2018.|
In Canada, Ascent is a Licensed Producer under the Access to Cannabis for Medical Purposes Regulations (ACMPR) of Health Canada, with licenses to cultivate cannabis and produce cannabis extracts. In addition, the Company plans to apply for a license to distribute cannabis products in Canada under the ACMPR in the near future. The Company has also applied for a controlled drugs license in Canada under the Controlled Drugs and Substances Act (Canada). In the United States, the Company holds licenses for the production, processing and wholesale distribution of cannabis in Oregon and in Nevada.
The Company's operations currently include licensed facilities in British Columbia, Canada, and in Oregon and Nevada in the United States. The Company's activities at each facility are governed by the applicable licenses held by the Company, and currently include cultivation and extraction in Canada, and production, processing and wholesale distribution of a catalogue of premium cannabis products in Oregon and Nevada. In addition, Ascent conducts cannabis-based research with Simon Fraser University and the University of Kentucky. The head office of Ascent is located at 260 - 22529 Lougheed Hwy., Maple Ridge, British Columbia V2X 0T5.
The Company is increasing its production capacity from 50,000 square feet to 650,000 square feet in 2018 from which it expects to produce significantly higher amounts of cannabis and cannabis oil to support its expanding operations. The Company offers a product suite of more than 40 unique products under eight consumer focused brands, including gel capsules, oils, vaporizer pens, pre-rolled joints, various edibles and raw flower. Through careful development of its sophisticated cannabis brands, Ascent is positioned to be a leader in branded, commercialized products in both medical and adult-use markets across North America and internationally. The Company's intellectual property portfolio includes existing trademarks for its sophisticated brands, applications for trademarks internationally for these brands, as well as applications for patents the Company has and is in the process of filing for certain unique scientific formulations and processes the Company has created.
Paget exists under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. Paget is a "reporting issuer" within the meaning of the Securities Act (British Columbia) and the Securities Act (Alberta). The common shares of Paget (the "Paget Shares") are currently listed on the NEX Board ("NEX") of the TSX Venture Exchange (the "TSXV"); however, the Paget Shares are currently voluntarily halted from trading. In conjunction with the Transaction, Paget will be de-listing from NEX and the Resulting Issuer (as defined below) expects to be listed on the Canadian Securities Exchange (the "CSE").
Terms of the Transaction
Prior to the completion of the Transaction, Ascent will complete a brokered private placement of subscription receipts ("Subscription Receipts") at a price to be determined in the context of the market (the "Ascent Offering Price"), for aggregate gross proceeds of up to C$30,000,000 (the "Subscription Receipt Offering"). If, on or prior to 5:00 p.m. on the date that is three months from the closing date of the Subscription Receipt Offering, all conditions precedent to the Transaction are completed or satisfied (including the receipt of all necessary approvals), each Subscription Receipt will be automatically exchanged for one common share of Ascent (each, an "Ascent Share") for no additional consideration immediately prior to the completion of the Transaction.
Clarus Securities Inc. and Canaccord Genuity Corp. will act as co-lead agents for the Subscription Receipt Offering with a syndicate of agents including Haywood Securities Inc. and Echelon Wealth Partners Inc. (collectively, the "Agents"). Subject to the terms of an agency agreement to be entered into between the Company and the Agents in connection with the Subscription Receipt Offering, the Agents are expected to receive a cash commission equal to 6% of the gross proceeds raised by the Agents and such number of broker warrants ("Broker Warrants"), that is equal to 6% of the number of Subscription Receipts sold by the Agents. Each Broker Warrant shall be exercisable to acquire one Resulting Issuer Share (as defined below) at the issue price for a period of 24 months from the closing date of the Subscription Receipt Offering.
The proceeds of the Subscription Receipt Offering will be used by Ascent for general corporate and working capital purposes in connection with the Company's Canadian operations.
The Transaction is expected to proceed by way of an amalgamation between Paget and Ascent, with the amalgamated entity continuing the business of Ascent under the name "Ascent Industries Corp." (the "Resulting Issuer"). Upon the completion of the Transaction, holders of Ascent Shares (including Ascent Shares received upon the automatic exchange of the Subscription Receipts) will receive one common share of the Resulting Issuer (the "Resulting Issuer Shares") per Ascent Share and the Ascent Shares will be cancelled. Prior to the completion of the Transaction, the Paget Shares will be consolidated on a 15-to-1 basis (the "Consolidation"), and upon the completion of the Transaction, holders of post-Consolidation Paget Shares will receive a number of Resulting Issuer Shares per post-Consolidation Paget Share to be determined under a formula based on the number of post-Consolidation Paget Shares outstanding prior to the exchange and the Ascent Offering Price, which is expected to be no more than 1.25 Resulting Issuer Shares per post-Consolidation Paget Share, and the Paget Shares will be cancelled.
All outstanding options and warrants to purchase Ascent Shares shall be exchanged on a one-for-one basis for equivalent securities of the Resulting Issuer. The holders of convertible securities of Paget, as adjusted in accordance with their terms post-Consolidation, shall have such securities exchanged on a one-for-one basis for equivalent securities of the Resulting Issuer.
As of the date hereof, Paget has 9,279,834 Paget Shares issued and outstanding, options to acquire an aggregate of 3,000,000 Paget Shares outstanding and 70,000 warrants to acquire 70,000 Paget Shares outstanding. As of the date hereof, Ascent has 204,930,523 Ascent Shares issued and outstanding, and 257,605,639 Ascent Shares outstanding on a fully diluted basis. Ascent expects that there will be 283,527,639 Ascent Shares outstanding on a fully diluted basis (excluding the Ascent Shares issuable upon exercise of the Subscription Receipts) immediately prior to the completion of the Transaction.
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction, all directors and officers of Paget shall resign and be replaced by nominees of Ascent. The following sets out the names and backgrounds of all persons who are currently expected to be considered directors and officers of the Resulting Issuer.
Philip Campbell -- Chief Executive Officer and Director -- As a co-founder of Ascent, Philip has a vast level of industry knowledge in the medical and recreational cannabis space both in Canada and the United States. Philip touches all aspects of the Ascent organization and leads the Company in a variety of ways. Philip holds a Bachelor of Business Administration with a major in Marketing from Simon Fraser University.
Reid Parr -- Chief Operations Officer and Director - Through his 17+ years of industry experience and as a co-founder of Ascent, Reid has been instrumental in ensuring operational excellence and continued growth for Ascent. Reid has extensive experience in cannabis cultivation, processing, research and regulation, while also possessing a deep passion and keen eye for new technology and products that set Ascent apart from others. Acting as an integral consultant to Canada's leading cannabis association, The Cannabis Trade Alliance of Canada (CTAC), Reid has provided valuable advocacy to all levels of government on strategies for a legal cannabis framework in Canada.
Pam Boparai -- Chief Financial Officer - With 20+ years of corporate experience in M&A, management and restructuring for stakeholders representing up to multi-billion in investments, Pam brings both an entrepreneurial and corporate perspective to the cannabis industry. She is a CPA with past CFO experience and was formerly a Partner at KPMG in the Financial Advisory group as well as a Managing Director at Alvarez & Marsal. Pam has a Bachelor of Commerce from University of British Columbia and has also completed her CFA.
As at the date hereof, the above individuals collectively own, in the aggregate, directly or indirectly, approximately 21% of the Ascent Shares. Ascent anticipates nominating two or more additional independent directors to the board of the Resulting Issuer upon completion of the Transaction.
Financial Information for Ascent
Paget will provide further details in respect of the Transaction, in due course by way of press release. However, Paget will make available to the CSE, all financial information as required by the CSE and will provide, in a press release to be disseminated at a later date, summary financial information derived from such statements.
Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of Ascent and will be a reporting issuer listed on the CSE.
Conditions to Transaction
The Transaction is subject to various conditions, including as follows:
It is intended that the Transaction will occur after the Paget Shares have been delisted from the NEX. The Transaction is subject to requisite regulatory approval, including the approval of the CSE for the listing of the Resulting Issuer Shares and customary closing conditions, including the approval of the directors of each of Paget and Ascent of the Definitive Agreement, completion of due diligence investigations to the satisfaction of each of Paget and Ascent, as well as the conditions described herein. The final legal structure for the Transaction will be determined after the parties have considered all applicable tax, securities law, accounting efficiencies and completed their due diligence review (which in the case of Paget is going to be limited as Paget intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things).
Paget and Ascent shall use their commercially reasonable efforts to complete the Transaction by July 31, 2018, or such later date as the parties may agree to in writing. In the event that the Transaction has not been completed by July 31, 2018, each of the parties shall be entitled to terminate its obligations under the Letter Agreement.
All information contained in this news release with respect to Paget and Ascent was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
Mark Brown, Chief Executive Officer, Paget Minerals Corp.
Philip Campbell, Chief Executive Officer and Director, Ascent Industries Corp.
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to the requirements of NEX and the CSE, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither NEX nor the CSE has in any way passed upon the merits of the Subscription Receipt Offering, the proposed Transaction or the listing of the Resulting Issuer Shares and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV OR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV), NOR THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
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, among other things, to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Subscription Receipt Offering; use of funds; and the business and operations of the Paget, Ascent and the Resulting Issuer after the proposed Transaction. 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. The terms and conditions of the Transaction may change based on the parties' due diligence (which in the case of Paget is going to be limited as Paget intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for each of the parties. Except as required by law, Paget and Ascent assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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