Sasha Jacob announces Acquisition of Securities of Biome Grow Inc.
TORONTO, Oct. 05, 2018 (GLOBE NEWSWIRE) -- On October 3, 2018, Sasha Jacob acquired ownership or control of an aggregate of 49,800,000 common shares (Common Shares) in the capital of Biome Grow Inc. (the Company or Biome), representing approximately 46.4% of the Company's issued and outstanding Common Shares, in connection with the closing of a three-cornered amalgamation transaction (the Transaction) made pursuant to an amalgamation agreement dated April 25, 2018 among Biome, Cultivator Catalyst Corp. (CCC) and 1151856 B.C. Ltd. (the Amalgamation Agreement). Immediately prior to the closing of the Transaction, Sasha Jacob did not hold securities of the Company.
Pursuant to the Amalgamation Agreement, the Company indirectly acquired all of the issued and outstanding securities of CCC in exchange for securities in the capital of the Company, constituting a "fundamental change" of the Company within the meaning of the policies of the Canadian Securities Exchange (the Exchange). In connection with the Transaction, the Company changed its name to "Biome Grow Inc." and consolidated its Common Shares on the basis of one post-consolidation Common Share for every 50 pre-consolidation Common Shares, together with a corresponding and equal consolidation of the Company's issued and outstanding common share purchase warrants. Pursuant to an Exchange bulletin issued on October 4, 2018, the Common Shares will resume trading on the Exchange under the new symbol "BIO" on October 9, 2018.
In connection with the Transaction, CCC common shareholders received five Common Shares for each common share of CCC held and the sole CCC special class C shareholder received one special class C share in the capital of the Company (Special Class C Shares), resulting in an aggregate of 106,164,475 Common Shares and one Special Class C Share being issued to former CCC shareholders. In addition, all of the outstanding common share purchase warrants of CCC were exchanged for common share purchase warrants of the Company on a five-for-one basis and on substantially similar economic terms and conditions as previously issued. Following the completion of the Transaction, CCC is now a wholly-owned subsidiary of the Company. The Company will conduct the principal business of CCC, as described in greater detail in the Listing Statement (a copy of which is available on SEDAR).
Effective on the closing of the Transaction, Brian Gusko resigned as Chief Executive Officer of the Company and was replaced by Khurram Malik and David Schwartz resigned as Secretary of the Company. Brian Gusko, Christine Mah and Nigel Alexander Horsley also resigned as directors of the Company and were replaced by Khurram Malik, George Smitherman, Brett James, J. Mark Lievonen and Steven Poirier. Abbey Abdiye remains the Company's Chief Financial Officer.
Sasha Jacob holds its securities in Biome for investment purposes and may, in the future increase or decrease its ownership of securities in Biome directly or indirectly from time to time depending upon the business and prospects of Biome and future market conditions.
Biome maintains its principal office at 480 University Avenue, Suite 1401, Toronto, Ontario M5G 1V2.
An early warning report to be filed in conjunction with this news release will be available under Biome's SEDAR profile at www.sedar.com.
For further information or to obtain a copy of the report, please contact Alise Mills at 778-98-0267.
About Biome
Biome has four wholly-owned subsidiaries including: Highland Grow Inc., a licensed producer in Nova Scotia under Canada's Access to Cannabis for Medical Purposes Regulations (ACMPR); P-209 Inc., a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the ACMPR; The Back Home Medical Cannabis Corporation, a company incorporated under the laws of the Province of Newfoundland and Labrador and in the late stages of applying for a license under the ACMPR; and, Weed Virtual Retail Inc., a company incorporated under the laws of the Province of Ontario in the business of operating a new virtual reality technology platform focused exclusively on the medical and recreational cannabis markets.
For further information, please contact:
Alise Mills
[email protected]
778-928-0267
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