Makena Resources Inc. said it entered a definitive agreement with BioCan Technologies Inc. and Epimeron Inc. to create a cannabis company through an all-stock merger.
The merged entity will be called Willow Biosciences Inc. and will focus on cannabinoid biosynthetic production.
Calgary, Alberta-based BioCan develops technologies for improved cannabis cultivation, while Epimeron is focused on genetic research to develop new bioproducts from plants.
Under the deal, mining company Makena Resources will issue 857,142,858 shares on the basis of a deemed value of 3.5 Canadian cents per share for a total transaction value of C$30 million.
As part of the transaction, Vancouver, British Columbia-based Makena will issue 7.301 Makena common shares for each BioCan share and 577.153 Makena shares for each Epimeron share.
Completion of the deal is subject to certain conditions, including approval from the shareholders of Makena, BioCan and Epimeron as well as the Court of Queen's Bench of Alberta.
Closing also requires completion of a previously announced C$28.5 million private placement as well as disposal of all of Makena's mining assets.