Apolo II Acquisition Corp. (the “
Corporation”), a
“capital pool company” pursuant to the policies of the TSX Venture
Exchange (the “
Exchange”), is pleased to announce
that it has entered into a definitive business combination
agreement (the “
Definitive Agreement”) dated July
17, 2019 with Terrace Inc. (“
Terrace”) and
Terrance Acquisition Corp. (a wholly-owned subsidiary of the
Corporation) (“
Subco”) in furtherance of the
Corporation’s previously announced proposed Qualifying Transaction
(as such term is defined in Policy 2.4 – Capital Pool Companies of
the Exchange’s Corporate Finance Manual (the
“
Manual”)) (the “
Proposed
Transaction”).
Terrace was incorporated pursuant to the
provisions of the Business Corporations Act (Ontario) (the
“OBCA”) on August 28, 2018. Terrace is a
multi-country operator (MCO) focused on the development and
acquisition of international cannabis assets. Terrace has two
wholly-owned subsidiaries, Terra Nova Business Holdings Inc.
(“Terra Nova”) and Pharmabinoide S.L.
(“Pharmabinoide”). Terrace has an option to
acquire 100% of the shares of Oransur, S.A., a Uruguayan
corporation holding a hemp production license
(“Oransur”), and 33.75% of the shares of Faises,
S.A., a Uruguayan corporation holding a recreational cannabis
production license (“Faises”), upon receipt of the
approval of the applicable Uruguayan regulatory authorities,
including the Instituto de Regulación y Control del Cannabis
(“IRCCA”) and the Uruguayan executive Power and
Ministry of Agriculture (the “MoA”).
Faises holds one of two licences in Uruguay to
produce and distribute recreational cannabis through approved
pharmacies. Its current production capacity is two tonnes per
year. The Faises land is owned by Uruguayan State and leased
by Faises. Its producing greenhouse is located in San José, one
hour from Carrasco International Airport.
Oransur is the holder of a hemp licence in
Uruguay. It leases farms across Uruguay to cultivate various crops
with proprietary and imported genetics. Its current operation is 60
hectares and located in Florida, Uruguay, with the ability to
expand its production area to 500 hectares.
Pharmabinoide is a Spanish company that
cultivates hemp for industrial use, pursuant to a hemp production
licence, in Spain and is in the process of obtaining a licence to
cultivate cannabis for medicinal use.
Terra Nova, a British Virgin Islands
corporation, owns all of the quotas of Terra Nova Produção e
Comercialização de Produtos Naturais e Farmacêuticos, LDA
(“Terra Nova Portugal”). On July 19, 2018, Terra
Nova Portugal submitted an application (the
“Application”) to the Autoridade Nacional do
Medicamento e Produtos Saúde, I.P. (“INFARMED”),
the governing regulatory body in Portugal, to cultivate, import and
export medical cannabis at its site in Portugal from a 32,368 m2
(approximately 350,000 sq. ft.) greenhouse facility and the
cultivation of Cannabis Sativa L. outdoors over an area of 4,046 m2
also located at this premises. On December 5, 2018, INFARMED issued
a declaration to Terra Nova Portugal attesting that the Application
was compliant with the applicable law in connection with the
authorization to cultivate, import and export medical cannabis. The
licensing process is in its final stage whereby after the
construction of the site facilities, INFARMED shall inspect the
site after which the final authorization is expected to be issued.
THE PROPOSED TRANSACTION
On July 17, 2019, the Corporation entered into
the Definitive Agreement with Terrace and Subco, pursuant to which
the Corporation has agreed to acquire all of the issued and
outstanding Terrace common shares (the “Terrace
Shares”) by way of a three-cornered amalgamation (the
“Amalgamation”). In connection with the
Amalgamation, holders of Terrace Shares will ultimately receive one
post-Consolidation (as hereafter defined) Apolo Share for each
Terrace Share held (the “Exchange Ratio”) and all
convertible securities of Terrace will be exchanged for convertible
securities of the Resulting Issuer, or adjusted on their terms, as
applicable, based on the Exchange Ratio. It is intended that
the Proposed Transaction will constitute a reverse take-over of the
Corporation by Terrace inasmuch as the former shareholders of
Terrace will own, assuming completion of the Concurrent Financing
(as hereafter defined) up to 97.1% of the outstanding common shares
in the capital of the Corporation (the “Apolo
Shares”), following the Consolidation (as hereafter
defined) upon completion of the Proposed Transaction. The
Corporation following the completion of the Proposed Transaction is
herein referred to as the “Resulting Issuer”.
On or immediately prior to the completion of the
Proposed Transaction, it is anticipated that the Corporation will
effect a name change to “Terrace Inc.” or such other name as may be
determined by Apolo and Terrace (the “Name
Change”). Further details with respect to the Proposed
Transaction are contained in the Corporation’s news release dated
November 13, 2018.
On or immediately prior to the closing of the
Proposed Transaction, it is anticipated that the Corporation will
consolidate its outstanding share capital (the
“Consolidation”) on the basis of 1
post-Consolidation Apolo Share for each 2.5 pre-Consolidation Apolo
Shares. There are currently 11,900,000 Apolo Shares outstanding
which will result in approximately 4,760,000 post-Consolidation
Apolo Shares issued and outstanding. The Consolidation will
also affect the holders of the Corporation’s outstanding warrants
and options, as described below, on the same basis.
Following the completion of the Proposed
Transaction, the Consolidation and the Concurrent Financing
(collectively, the “Transactions”), there will be
approximately 163,340,956 common shares of the Resulting Issuer
(“Resulting Issuer Shares”) outstanding, and
approximately 2,776,000 Resulting Issuer Shares will be reserved
for issuance pursuant to convertible securities of the Resulting
Issuer.
To the knowledge of the directors and executive
officers of the Corporation, the only persons who will beneficially
own, directly or indirectly, or exercise control or direction over
more than 10% of the Resulting Issuer Shares are Francisco Ortiz
von Bismarck, the CEO and a director of Terrace and Michael Galego,
a director of Terrace, assuming completion of the Concurrent
Financing.
The following table summarizes the proposed pro
forma capitalization of the Resulting Issuer following completion
of the Proposed Transaction, the Consolidation and the Concurrent
Financing.
Resulting Issuer Shares |
Securities Outstanding After Giving Effect to the Proposed
Transaction (% of fully diluted) |
Issued to Terrace shareholders pursuant to the Proposed
Transaction |
128,580,956 |
78.7% |
Existing Apolo shareholders |
4,760,000 |
2.91% |
Issued to investors on the Concurrent Financing |
30,000,000* |
18.4% |
Total Resulting Issuer Shares (basic) |
163,340,956 |
100% |
|
|
|
Reserved for issuance upon the exercise of Broker Warrants and
Advisor Warrants to be issued on the Concurrent Financing |
2,100,000* |
1.3% |
Reserved for issuance upon exercise of outstanding Apolo stock
options and warrants (post-Consolidation) |
676,000 |
0.4% |
Total Resulting Issuer Shares (diluted) |
166,116,956 |
100% |
*assuming the maximum size of the Concurrent
Financing.
TERRACE PRIVATE PLACEMENTS
In conjunction with the Proposed Transaction,
Terrace anticipates completing (i) a brokered private placement
(the “Concurrent Brokered Financing”) of
subscription receipts (the “Subscription
Receipts”); and (ii) a non-brokered private placement of
Subscription Receipts (the “Concurrent Non-Brokered
Financing” and together with the Concurrent Brokered
Financing, the “Concurrent Financing”) at a price
of $0.50 per Subscription Receipt for aggregate gross proceeds of
up to $15,000,000. Each Subscription Receipt will, following the
completion of the Proposed Transaction and the satisfaction of
certain escrow release conditions, entitle the holder to receive,
without the payment of additional consideration or taking of
further action, one Terrace Share which will immediately be
cancelled and a Resulting Issuer Share will be issued as
consideration in accordance with the terms of the Proposed
Transaction.
In connection with the Brokered Concurrent
Financing, the Agents (as hereafter defined) will be entitled to a
cash commission equal to 7% of the aggregate gross proceeds raised
in connection with the Concurrent Brokered Financing and will be
issued broker warrants (each, a “Broker Warrant”)
exercisable for that number of Terrace Shares equal to 7% of the
number of Subscription Receipts issued under the Concurrent
Brokered Financing. In connection with the Concurrent Non-Brokered
Financing, advisors will be entitled to a cash commission equal to
2.5% of the aggregate gross proceeds raised and will be issued
advisor warrants (each, an “Advisor Warrant”)
exercisable for that number of Terrace Shares equal to 1% of the
number of Subscription Receipts issued under the Concurrent
Non-Brokered Financing. The Broker Warrants and Advisor Warrants
have an exercise price of $0.50 per Terrace Share and are
exercisable until 24 months from the closing of the Concurrent
Financing. In connection with the closing of the Proposed
Transaction the Broker Warrants and Advisor Warrants will be
exchanged for like securities of the Resulting Issuer. PI
Financial Corp., as lead agent, together with Sprott Capital
Partners LP have been engaged to serve as agents for the Concurrent
Brokered Financing (collectively, the “Agents”).
These same parties are acting as advisors under the Concurrent
Non-Brokered Financing.
The following table sets out the proposed
principal uses of funds by the Resulting Issuer, after giving
effect to the Proposed Transaction and assuming completion of the
Concurrent Financing:
|
Maximum Private Placement |
Faises Acquisition and Greenhouse Improvements |
$3,000,000 |
Ethanol Extraction Plant (Uruguay) |
$1,500,000 |
Terra Nova Greenhouse (Portugal) |
$4,500,000 |
M&A Opportunities |
$3,500,000 |
G&A (18 Months) |
$2,500,000 |
Total |
$15,000,0000 |
SELECTED FINANCIAL STATEMENT INFORMATION
The following table presents selected financial statement
information on the financial condition and results of operations
for the Corporation and Terrace. Such information is derived from
the unaudited financial statements of Terrace for the period ended
March 31, 2019 and the unaudited financial statements of the
Corporation for the period ended March 31, 2019. The information
provided herein should be read in conjunction the Terrace’s audited
financial statements, will be contained in the Corporation’s
non-offering prospectus to be filed on SEDAR in connection with the
Proposed Transaction. The Corporation’s financial statements have
previously been filed on SEDAR.
|
Terrace*March 31,
2019(unaudited) |
ApoloMarch 31,
2019 (unaudited) |
Balance Sheet |
|
|
Current Assets |
$1,502,337 |
$818,017 |
Other assets |
$2,241,248 |
- |
Total Assets |
$3,743,585 |
$818,017 |
Current Liabilities |
$2,438,698 |
$36,077 |
Non-Current Liabilities |
$118,330 |
- |
Total Liabilities |
$2,557,028 |
$36,077 |
Share capital |
$3,342,174 |
$889,208 |
Contributed Surplus |
- |
$115,739 |
Additional paid in capital |
- |
- |
Earnings / Deficit |
($2,155,617) |
($223,007) |
Shareholders’ Equity |
$1,186,557 |
$781,940 |
Total Liabilities and Shareholders’ Equity |
$3,743,585 |
$818,017 |
*Includes operations of Terra Nova,
Pharmabinoide and Oransur.
PROPOSED DIRECTORS AND OFFICERS OF THE RESULTING
ISSUER
It is the intention of the Corporation and
Terrace to establish and maintain a board of directors of the
Resulting Issuer with a combination of appropriate skill sets that
is compliant with all regulatory and corporate governance
requirements, including any applicable independence requirements.
Upon completion of the Proposed Transaction, the board of directors
of the Resulting Issuer is expected to be comprised of five
individuals. The following are brief descriptions of the proposed
directors and the officers of the Resulting Issuer:
Francisco Ortiz von Bismarck:
Interim Chief Executive Officer and Director. Francisco Ortiz von
Bismarck is an international entrepreneur and founder of Terrace,
who brings extensive investment experience across Europe and South
America. Mr. Ortiz von Bismarck has been an entrepreneur and
investor since he finished university. In 2006, he co-founded and
was the first investor in the “Spanish Facebook”, called “Tuenti”,
sold to Telefonica in 2010. From 2009 until 2018, Mr. Ortiz von
Bismarck was the Business Development Manager of GT Group, a
multi-family wealth management firm based in Zürich, Switzerland.
In 2011, Mr. Ortiz von Bismarck co-founded Inception Capital S.L.,
a venture capital fund focused in seed Internet investments in
Spain. Over the years, Mr. Ortiz von Bismarck created and invested
in several other tech start-ups such as Youzee Entertainment in
Spain (2011), Dupli Limited in Malta (2014), and Y Experiment in
Poland (2015). Mr. Ortiz von Bismarck is also an advisor (2016) and
director (2017) in Easy Payment Gateway in Gibraltar. Until
recently, he was a director (2016-2018) in Agriculture Investment
Group Corp. with assets in Uruguay. Mr. Ortiz von Bismarck holds a
Bachelor Degree in Economics from Harvard University and is a
resident of Nassau, Bahamas.
Michael Galego: Director.
Michael Galego is an executive and lawyer with M&A and
corporate finance experience. Mr. Galego is currently CEO of Apolo
Capital Advisory Corp. and sits on the board of directors of
several public and private companies. Mr. Galego was a
co-founder and director of ICC Labs (TSXV: ICC) until its sale to
Aurora Cannabis Inc. (TSX:ACB) in November 2018. Mr. Galego served
as CEO at the Stronach Group, Agricultural Division. He has also
previously served as a director or officer to several public
companies, including as a director of Western Atlas Resources Inc.
(TSXV:WA), General Counsel, Secretary & Managing Director of
Acasta Enterprises Inc. (TSXV:AEF), Deputy General Counsel and
Secretary of Frontera Energy Corp. (formerly Pacific Rubiales
Energy Corp.) (TSX: FEC) and General Counsel, Secretary and
Director of CGX Energy Inc. (TSXV: OYL), and as a director of
Woulfe Mining Corp. (CSE: WOF). Mr. Galego began his legal career
as an associate in the business law department of Osler, Hoskin
& Harcourt LLP. Mr. Galego is a graduate of York University
(Hons. B.A.) and the University of Windsor (LL.B). Mr. Galego
was also on the Board of Directors of the Trillium Gift of Life
Network and the Board of Directors of the Canadian Liver
Foundation.
Vincent Gasparro: Director.
Vincent Gasparro has over eleven years of private equity
experience. Mr. Gasparro has completed acquisitions in the
manufacturing and retail sectors. From June 2010 to April 2017, Mr.
Gasparro served as Managing Director at The Green Tomorrow Fund,
which invested in and financing renewable energy projects as well
as revenue generating green businesses. Prior to that, Mr. Gasparro
was a Senior Associate at Succession Capital Corp. Mr. Gasparro has
a B.A. (Honours) from York University and an MBA from Villanova
University.
Stephen Arbib: Director. In
2013, Stephen Arbib founded MedReleaf (TSX: LEAF), the first and
only ISO 9001 certified cannabis producer in North America and one
of the global leaders in the production and research of medicinal
cannabis which recently sold to Aurora Cannabis Inc. for $3.2
billion. Having founded the company, Mr. Arbib was involved with
every facet of the business since inception up until MedReleaf went
public, at which point he stepped off the board but continued in an
advisory capacity until the sale to Aurora. In 2013, Mr. Arbib also
founded Momentum Solutions, one of the world’s leading logistics
and life support service providers, specializing in humanitarian
and emergency operations, and currently serves as CEO. Stephen is
also the co-founder of Cycura Inc., an offensive cyber security
firm which provides advanced, customized, and confidential cyber
security services to governments, companies, and organizations with
particularly high intellectual property (IP) value as well as
critical data protection needs such as infrastructure. Mr.
Arbib was born in Tel Aviv, Israel in 1977, and moved to Toronto at
the age of ten. He attended Ryerson University for Business and
following his second year, enrolled in a joint entrepreneurship
program in Vancouver, with Harvard University, where he founded his
first company, Simso Online Inc. He successfully divested Simso
after two years. Mr. Arbib is an active member of the Toronto
Jewish community, having founded Shalom Life Media Inc., Canada’s
largest online Jewish media outlet, the vice-Chairman of the
Canadian Friends of Tel Aviv University and a member of the Board
of Six Points Jewish Philanthropy Fund.
Dennis Mills: Director. Mr.
Mills was a director of Pacific Rubiales Energy Corp. and was Vice
Chairman and Chief Executive Officer of MI Developments Inc. from
2004 to 2011, and a Vice President at Magna International from 1984
to 1987. Mr. Mills served as a Member of Parliament in Canada’s
federal parliament from 1988 to 2004. His positions in the federal
parliament included Parliamentary Secretary to the Minister of
Industry (1993 to 1996). He is currently on the boards of Hut 8
Mining Corp. (TSXV : HUT) and CGX Energy Inc. (TSX : OYL).
Leon Dadoun: Chief Financial
Officer. Leon Dadoun is a debt capital markets expert with more
than 30 years of experience in the Canadian, U.S. and European
financial markets with a particular emphasis on Banking and
Structured Finance. Among various senior roles he has been Managing
Director for Global Securitization at CIBC World Markets. Mr.
Dadoun was responsible for developing and issuing the first Credit
Card Securitizations by CIBC, Canadian Tire and MBNA in Canada. Mr.
Dadoun successfully grew the securitization business from $3
billion in outstandings to $15 billion in outstandings. He went on
to be the Founder and CEO of a structured credit boutique which
formed as a joint-venture with Desjardins. He has co-founded NHA
MBS Issuers Association, American Securitization Forum and helped
structure the Canadian Mortgage and Housing Corporation’s Canada
Mortgage Bonds Program (which today has over $200 billion in
outstandings). Mr. Dadoun has significant experience with bank
regulators and has collaborated with the Basel Committee on Global
Banking Regulation in drafting the Basel II and Basel III Accord on
capital adequacy reforms for the global banking system. In
addition, he has provided expert testimony in proceedings related
large Capital Markets litigation and led a group that successfully
obtained Letters Patent to form a Schedule A Canadian Bank. Mr.
Dadoun has previous public company experience as an Advisor to
Highvista (a TSXV listed Mining and Real Estate public company).
Mr. Dadoun holds a B. Comm from the University of Toronto as well
as being a C.A, C.P.A.
SIGNIFICANT CONDITIONS TO CLOSING
The completion of the Proposed Transaction is
subject to a number of conditions, including but not limited to
completion of the Concurrent Financing, satisfactory due diligence
reviews, approval by the boards of directors of both Terrace and
the Corporation, approval of Terrace’s shareholders, obtaining
necessary governmental and third-party approvals and Exchange
acceptance. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the non-offering prospectus prepared in connection
with the Proposed Transaction, any information released or received
with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
SPONSORSHIP
The Corporation intends to retain a sponsor in
connection with the Proposed Transaction, unless a waiver from the
sponsorship requirement is obtained from the Exchange. There is no
guarantee that such waiver can be obtained. An agreement to sponsor
should not be construed as any assurance with respect to the merits
of the Proposed Transaction or the likelihood of completion. The
Corporation also intends to apply for an exemption to have a
completely independent audit committee pursuant to section
4.2(e)(ii) of Exchange policy 2.10 – Listing of Emerging Market
Issuers.
INTERESTS OF INSIDERS AND ARM’S LENGTH QUALIFYING
TRANSACTION
Mr. Gasparro serves as a director of the
Corporation and of Terrace, positions that he has disclosed to the
Corporation and to Terrace. No other party to the Proposed
Transaction or its respective associates or affiliates, is a
Control Person (as defined in the Manual) of both the Corporation
and Terrace and as such the Proposed Transaction will not be a
Non-Arm’s Length Party Transaction (as defined in the Manual). As
such, the shareholders of the Corporation will not be required to
approve the Proposed Transaction.
INSIDERS OF THE RESULTING ISSUER
Other than has been previously referred to in
this press release, and to the knowledge of the directors and
senior officers of the Corporation or Terrace, no person will
become an insider of the Resulting Issuer as a result or upon
completion of the Proposed Transaction.
FORWARD-LOOKING STATEMENTS
This press release contains statements which
constitute “forward-looking information” within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs and current expectations of Apolo and
Terrace with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar
expressions and includes information regarding: (i) expectations
regarding whether the Proposed Transaction will be consummated,
including whether conditions to the consummation of the Proposed
Transaction will be satisfied including, but not limited to, the
necessary regulatory approvals and the timing associated with
obtaining such approvals, if at all; (ii) the timing for completing
the Proposed Transaction, if at all; (iii) the completion of
the Concurrent Financing; (iv) the business plans and expectations
of the Resulting Issuer; (vi) expectations for other economic,
business, and/or competitive factors; and (vii) approvals of
regulatory bodies, including but not limited to IRCCA, MoA and
INFARMED.
Investors are cautioned that forward-looking
information is not based on historical facts but instead reflect
Apolo and Terrace’s respective management's expectations, estimates
or projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although Apolo and
Terrace believe that the expectations reflected in such
forward-looking information are reasonable, such information
involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors
could have material adverse effects on future results, performance
or achievements of the Resulting Issuer. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability to consummate the Proposed Transaction; the ability to
obtain requisite regulatory and shareholder approvals and the
satisfaction of other conditions to the consummation of the
Proposed Transaction on the proposed terms and schedule; the
approvals of IRCCA, MoA and INFARMED; changes in general economic,
business and political conditions, including changes in the
financial markets; changes in the perception and demand for
cannabis in both local and export markets; changes in applicable
laws and regulations both locally and in foreign jurisdictions;
compliance with extensive government regulation and the costs
associated with compliance; costs of building and developing
projects and product opportunities; the risks and uncertainties
associated with foreign markets; and the diversion of management
time on the Proposed Transaction. This forward-looking information
may be affected by risks and uncertainties in the business of Apolo
and Terrace and market conditions.
Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although Apolo and
Terrace have attempted to identify important risks, uncertainties
and factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended and such changes could be material. Apolo and
Terrace do not intend, and do not assume any obligation, to update
this forward-looking information except as otherwise required by
applicable law.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the Subscription
Receipts or Resulting Issuer Shares in any jurisdiction, nor will
there be any offer or sale of the Units in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
Subscription Receipts and Resulting Issuer Shares have not and will
not be registered under the U.S. Securities Act or any U.S. state
securities laws, and therefore will not be offered or sold within
the United States except pursuant to exemptions from the
registration requirements of the U.S. Securities Act and applicable
state securities laws.
For further information please
contact:
Apolo II Acquisition Corp. Jeff Hergott,
Corporate Secretary Telephone: 416.361.4783 The Exchange
has in no way passed upon the merits of the Proposed Transaction
and has neither approved nor disapproved the contents of this press
release.
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