Harvest Health & Recreation Inc. Announces Completion of its Business Combination
PHOENIX, AZ and TORONTO, ON – November 14th, 2018 – Harvest Health & Recreation Inc. (the “Company”), formerly RockBridge Resources Inc. (“RockBridge”), is pleased to announce that it has completed its previously announced business combination (the “Business Combination”) with Harvest Enterprises Inc. (“Harvest”). In connection with the Business Combination, on November 13, 2018, an affiliate of Harvest, HVST Finco (Canada) Inc. (“Harvest Finco Canada”) completed a brokered private placement offering of subscription receipts for aggregate gross proceeds in the amount of US$218,149,676 (the “Offering”). The Offering was co-led by Eight Capital, Canaccord Genuity Corp. and GMP Securities L.P. (the “Co-lead Agents”), on behalf of a syndicate of agents including Beacon Securities Limited, Cormark Securities Inc. and Haywood Securities Inc. (collectively, the “Agents”). Eight Capital acted as the sole bookrunner in connection with the Offering.
Completion of the Offering
On November 13, 2018, Harvest Finco Canada completed the Offering pursuant to which Harvest Finco Canada issued 33,305,294 subscription receipts (the “Subscription Receipts”) at a price of US$6.55 per Subscription Receipt (the equivalent of C$8.67, based on the Bank of Canada exchange rate of C$1.3241 per US$1.00 on November 13, 2018) for gross proceeds of US$218,149,676. In connection with the closing of the Business Combination, 33,305,294 Subscription Receipts issued pursuant to the Offering were automatically converted into 33,305,294 common shares in the capital of Harvest Finco Canada and then exchanged into subordinate voting shares of the Company on a one-for-one basis.
Completion of the Business Combination and Escrow Release
The Business Combination was completed by way of, among other things, (i) several share exchanges between existing holders of common shares of various acquired companies and the Company, pursuant to which such holders were issued a combination of super voting shares, multiple voting shares and subordinate voting shares of the Company; (ii) a share exchange between existing holders of common shares of Harvest FINCO, Inc. (“Harvest FINCO USA”), an affiliate of Harvest, pursuant to which holders of common shares of Harvest FINCO USA were issued a combination of subordinate voting shares and multiple voting shares in exchange for Harvest FINCO USA common shares; and (iii) a three-cornered amalgamation among the Corporation, Harvest Finco Canada and 1185928 B.C. Ltd. (“BC Subco”), a wholly owned subsidiary of the Company, pursuant to which Harvest Finco Canada shareholders (including former holders of Subscription Receipts) received subordinate voting shares of the Company, and pursuant to which BC Subco amalgamated with Harvest Finco to form a new company, which was subsequently wound up into the Company.
As part of the Business Combination, the Company implemented a three class voting structure on November 14, 2018, including the creation of a new class of subordinated voting shares (the “Subordinate Voting Shares”), a new class of multiple voting shares (the “Multiple Voting Shares”) and a new class of super voting shares (the “Super Voting Shares”) and changed its name to “Harvest Health & Recreation Inc.” Each Subordinate Voting Share carries the right to one vote per share on all matters to be voted on by shareholders of the Company, each Multiple Voting Share carries the right to 100 votes per share on all matters to be voted on by shareholders of the Company, and each Super Voting Share carries the right to 200 votes per share on all matters to be voted on by shareholders of the Company.
The proceeds from the Offering, less certain expenses, were placed into escrow on completion of the Offering. The escrowed proceeds from the Offering, less the commission of the Agents and certain fees and expenses, were released from escrow.
The Company has received conditional approval from the Canadian Securities Exchange (“CSE”) for the listing of its Subordinate Voting Shares, which are expected to commence trading on the CSE under the ticker symbol “HARV” at market open on Thursday, November 15th, 2018. Listing is subject to the Company fulfilling all listing requirements of the CSE. Cassels Brock & Blackwell LLP acted as counsel and Marquis Partners LP acted as financial advisor to Harvest in connection with the transaction. Full details of the Company including the Business Combination are set out in the Company’s listing statement dated November 14th, 2018 (the “Listing Statement”). A copy of the Listing Statement can be found under RockBridge’s (now the Company’s) profile on SEDAR at www.sedar.com.
About Harvest Health & Recreation Inc.
Harvest Health & Recreation Inc. is one of the first consistently profitable, vertically integrated cannabis companies with one of the largest footprints in the U.S. Harvest’s complete vertical solution includes industry-leading cultivation, manufacturing, and retail facilities, construction, real estate, technology and operational expertise — leveraging in-house legal, HR and marketing teams, along with proven experts in writing and winning state-based applications. The company has more than 250 employees with proven experience, expertise and knowledge of in-house best practices that are drawn upon whenever Harvest enters new markets. Harvest’s executive team is comprised of leaders in finance, compliance, real estate and operations. Since its founding in 2011, Harvest has grown its footprint every year and now has licenses in eight states, with planned expansion into additional states by 2020. Harvest shares timely updates and releases as part of its regular course of business with the media and the interested public. For more information, visit: https://www.harvestinc.com/.
