SOL Global Investments Corp. said its unit CannCure Investments Inc. signed a nonbinding letter of intent to acquire Goldstream Minerals Inc.
CannCure is a private cannabis company that operates in multiple states. It also owns 3 Boys Farms LLC, which cultivates, processes and distributes cannabis in Florida and holds 14 medical marijuana treatment center licenses.
The combined company will continue to operate as a cannabis company and will change its name to 3 Emeralds Corp. or another name requested by CannCure and approved by regulatory authorities.
Under the transaction, shareholders of CannCure will receive 1 common share of the combined company in exchange for each common share of CannCure. Goldstream will delist from the TSX Venture Exchange while the combined company will list on a Canadian stock exchange.
In connection with the acquisition, Goldstream will conduct a 1-for-23.30 reverse stock split so as to maintain a 1-for-1 exchange ratio for the shares of the combined company.
CannCure plans to complete a private placement of subscription receipts or common share in the range of $45 million to $85 million. The subscription receipts will be later exchanged for the shares of the combined company.
All directors and officers of Goldstream will be replaced by nominees of CannCure.
The companies expect to close the acquisition on or before the fourth quarter of the year, subject to the execution of definitive agreements, approval from shareholders, completion of the private placement and consolidation of Goldstream shares. The transaction will not complete until the TSX Venture Exchange delists Goldstream shares and listing of the combined company is approved by the exchange.
Shareholders of Goldstream are expected to meet in August to approve all required matters in connection with the acquisition, according to a May 30 press release.
SOL Global agreed to acquire Merida Capital Partners LLC's unit MCP Wellness Inc. for US$150 million in April. Toronto-based SOL Global said upon deal closure, it will combine MCP Wellness with CannCure.