Province Brands of Canada Announces Proposed Reverse Takeover of Colson Capital Corporation

CALGARY, Alberta, Sept. 24, 2018 (GLOBE NEWSWIRE) — Colson Capital Corp. (“Colson” or the “Corporation”) (TSXV: COLS.P) and Honest Inc., dba Province Brands of Canada (“Province Brands”), are pleased to announce that they have entered into an amended and restated arrangement agreement dated September 17, 2018 (the “Arrangement Agreement”) in respect of their proposed business combination transaction (the “Proposed Transaction”) which was previously announced in the news release of the Corporation dated June 5, 2018. The Proposed Transaction is expected to constitute Colson’s Qualifying Transaction under Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “Exchange” or “TSXV”), subject to the TSXV’s approval. It is expected that the Resulting Issuer (as defined below) will be listed as a Tier 1 Life Science Issuer. A copy of the Arrangement Agreement will be made available on Colson’s company profile at www.sedar.com.

General Information on Colson and Province Brands

Colson is incorporated under the laws of the Province of Alberta and has a head office in Calgary, Alberta. Colson is a “capital pool company” under the policies of the TSXV and it is intended that the Proposed Transaction will constitute the “Qualifying Transaction” of the Corporation, as such term is defined in Policy 2.4. The Corporation is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan and Ontario.

Province Brands, a company incorporated under the laws of Canada, is an early stage, Toronto-based, disruptive premium adult beverage company founded by veteran entrepreneurs with extensive experience in the premium alcohol and legal medical and recreational cannabis industries. Province Brands’ patent-pending process has created the world’s first beer brewed using cannabis. Alcohol-free yet intoxicating, and with a dose-response curve similar to that of alcohol, Province Brands’ cannabis-powered beers and spirits will challenge the alcohol industry by offering a safer and healthier alternative that is also low in calories and sugar. Province Brands is also developing additional premium spirits and beverages in anticipation of legalization of the use of cannabis-based products in Canada, which is anticipated to occur in the early fall of 2019 (“Potential Legislative Changes”).

The Proposed Qualifying Transaction

Pursuant to the Arrangement Agreement: (i) all of the issued and outstanding common shares of Colson (the “Colson Shares”) will be consolidated on a 11.5-for-1 basis (the “Consolidation”); (ii) Province Brands and 10938963 Canada Ltd., a wholly owned subsidiary of Colson (“Colson Subco”) will amalgamate to form Amalco; (iii) the 7,166,085 outstanding preferred shares of Province Brands (“Province Brands Preferred Shares”) will convert into common shares of Province Brands (“Province Brands Common Shares”) on a 1 for 1 basis, in accordance with their terms; (iv) the $10,974,487 principal amount of Province Brands Series A convertible notes (“Series A1 Notes”) will convert into Province Brands Common Shares on the basis of 1 Province Brand Common Share for each $1.81 of outstanding principal amount of the Series A1 Notes and the interest thereon, in accordance with their terms; (v) the $560,741 principal amount of Province Brands Series A2 convertible notes (“Series A2 Notes” and together with the Series A1 Notes, the “Province Brands Notes”) will convert into Province Brands Common Shares on the basis of 1 Province Brand Common Share for each $1.84 of outstanding principal amount of the Series A1 Notes and the interest thereon, in accordance with their terms; and (vi) the Province Brands Common Shares will be exchanged for Colson Shares on a 1 for 1 basis, resulting in Amalco becoming a wholly owned subsidiary of Colson. Upon completion of the Proposed Transaction, the resulting issuer (the “Resulting Issuer”) will carry on the business previously carried on by Province Brands and change their name to “Honest Inc.” or such other name as the directors of the Resulting Issuer determine is appropriate (the “Name Change”).

The Proposed Transaction values the Colson Shares at a deemed post-Consolidation price of $2.30 per share. It is anticipated that an aggregate of 40,501,753 Colson Shares will be issued to Province Brands shareholders (assuming completion of the maximum amount of the Private Placement (as defined below)) in exchange for their Province Brands Common Shares for total deemed consideration of $93,154,031.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, satisfaction or waiver of all conditions set forth in the Arrangement Agreement, receipt of all applicable regulatory, court and shareholder approvals and completion of the Private Placement on terms satisfactory to Colon and Province Brands. Shareholders of Colson approved the Consolidation and Name Change at Colson’s most recent shareholder meeting which was held on June 28, 2018. Province Brands will hold a shareholder meeting on October 11, 2018 to, among other things, approve the Proposed Transaction.

Assuming completion of the maximum amount of the Private Placement, it is estimated that there will be approximately 41,232,188 common shares of the Resulting Issuer issued and outstanding immediately following closing of the Proposed Transaction, with former Colson shareholders holding approximately 1.77% of such common shares and former Province Brands securityholders, including those persons who acquired Subscription Receipts pursuant to the Private Placement (as such terms are defined below) holding approximately 98.23% of such common shares. It is anticipated that upon completion of the Proposed Transaction, no person other than Michael Wendschuch, the proposed Chief Executive Officer of the Resulting Issuer, will own or control or direct, directly or indirectly 10% or more of the issued and outstanding shares of the Resulting Issuer.

Province Brands Private Placement

In connection with the Proposed Transaction, Province Brands is planning to complete a financing to raise gross proceeds of up to a maximum of $30,000,000, through a brokered private placement of Province Brands subscription receipts (“Province Brands Subscription Receipts”) at a price of $2.30 per Province Brands Subscription Receipt with the option to issue up to an additional $4,500,000 of Province Brands Subscription Receipts at a price of $2.30 per Province Brands Subscription Receipt (the “Private Placement”). Province Brands has engaged Paradigm Capital Inc. to act as lead agent, on behalf of a syndicate of agents, (collectively, the “Agents”) in connection with the Private Placement. The Agents will receive a cash commission equal to 6% of the gross proceeds from the Private Placement and such number of Agent’s compensation options (“Agents Compensation Options”) equal to 6% of the number of Province Brands Subscription Receipts issued under the Private Placement. Each Agents Compensation Option shall entitle the holder thereof to acquire one Province Brands Common Share at an exercise price of $2.30 for a period of two years following the date of listing of the Province Brands Common Shares (or such securities into which they are exchanged pursuant to the Arrangement) on the Exchange. Each Province Brands Subscription Receipt issued under the Private Placement will entitle the holder thereof, following the satisfaction of certain escrow release conditions, including but not limited to the completion, irrevocable waiver or satisfaction of all conditions precedent to the Proposed Transaction, to receive one Province Brands Common Share and one half of one Province Brands Common Share purchase warrant (a “Province Brands Warrant”). Each whole Province Brands Warrant will entitle the holder thereof to acquire one Province Brands Common Share at an exercise price $2.85 for a period of two years from the date of issuance of its corresponding Province Brand Subscription Receipt. Pursuant to the Arrangement Agreement the Province Brands Warrants will be exchanged for warrants of the Resulting Issuer which will entitle the holders thereof to acquire one common share of the Resulting Issuer on the same terms as the Province Brands Warrants and the Agent’s Compensation Options will be exchanged for compensation options of the Resulting Issuer which will entitle the holders thereof to acquire one common share of the Resulting Issuer on the same terms as the Agents Compensation Options.

Management Team, Board of Directors and Other Insiders

Concurrent with the completion of the Proposed Transaction, it is expected that all directors and officers of Colson will resign and be replaced by Province Brands nominees. The directors, officers and insiders of the Resulting Issuer are expected to be the following:

Michael “Dooma” Wendschuh – Proposed Chief Executive Officer.

Dooma Wendschuh is the Co-Founder and CEO of Province Brands, a Toronto-based startup in Canada’s legal cannabis industry. Prior to founding Province Brands, Mr. Wendschuh was the Co-Founder of a Colorado-based cannabinoid research and consumer products company. Before entering the cannabis industry, he was Co-Founder and Co-CEO of sekretagent Productions Inc., a film and video game production company and advertising agency best known for its video game work on the Assassin’s Creed franchise, Batman: Arkham Origins and the Prince of Persia franchise. Collectively, sekretagent Productions’ games have grossed more than $5 billion worldwide. Under Wendschuh’s leadership, sekretagent Productions also sold eight motion pictures and one television series to major studios, produced The Plague for Sony Screengems and produced award-winning work for the Coca-Cola Company, General Motors Company, Polaroid , Diamond Resorts International, Mentos Mints and Microsoft Corporation co-founder Paul among others.

Mr. Wendschuh graduated magna cum-laude from the Woodrow Wilson School of Public and International Affairs at Princeton University and received his Masters from the University of Southern California’s School of Cinema / Television Peter Stark Producing Program. In addition, Mr. Wendschuh has developed campaign strategy and produced content for Coca-Cola, General Motors, Diamond Resorts and others.

Ira Levy – Proposed Senior Vice President Finance, Chief Financial Officer.

Ira Levy is a senior financial professional with over a decade of business experience where he has been responsible for complex financial reporting, as well as for developing robust internal control systems. As Senior VP of Finance of Province Brands, Mr. Levy has been instrumental in preparing for public offering and assisting in the fundraising efforts. He has developed a reporting and control framework that has been implemented throughout Province Brands. Having spent time in senior roles within both privately and publicly held enterprises, including those within retail sector (Universal Music Group, Mark Anthony Group Inc. and IKO Industries Ltd.) and the P3/Infrastructure sector (Apleona, Bilfinger RE Asset Management Ltd.), Mr. Levy has amassed a vast array of experience within highly regulated and competitive industries.

Mr. Levy earned his Chartered Accountant (CPA, CA) designation from KPMG International Cooperative, and received his Bachelor of Business Administration (BBA, Finance and Marketing), and Masters of Business Administration (MBA, Accounting and Strategy) from the preeminent Schulich School of Business, York University.

Jennifer Dianne Thomas – Proposed Chief Legal Officer, Corporate Secretary and Director.

Jennifer Dianne Thomas is a corporate law specialist holding nearly a decade of wide ranging, significant transactional experience with private and public companies, delivering expertise in deal structuring, corporate governance, intellectual property matters and regulatory compliance. Ms. Diane Thomas’s broad subject matter and transactional knowledge results in skilled problem resolution and crisp execution in high-pressure situations. Her core competencies include delivering timely and cost-effective legal services to senior management; building effective legal teams; developing internal policies and procedures; implementing excellent organization-wide communication; and offering deep expertise in navigating the international and multi-state cannabis industry and related compliance matters. Ms. Dianne Thomas notably has significant experience advising emerging growth and start-up cannabis companies in commercial transactions, corporate governance and intellectual property matter and regulatory compliance. She has garnered significant depth of knowledge in cross-borders emerging market contracts and M&A transactions. Prior to joining Province Brands, Ms. Dianne Thomas held roles at Privateer Holdings, where she led the Marley Natural legal team. From 2008 through 2015, Ms. Dianne Thomas was an associate at Jones Day in which she served in the M&A and Banking and Finance Groups, where she advised a range of companies from start-ups through to IPO stage.

John Nemanic – Proposed Director.

John Nemanic is a serial entrepreneur and investor, leveraging extensive experience in starting, growing, managing and exiting firms. As a start-up entrepreneur, Mr. Nemanic co-founded three businesses doing more than $25,000,000 USD annually in sales. These include One venture, Geekforless.com, and Hostopia. Mr. Nemanic also sat on the Board of Directors for Transgaming Inc. (now FinDev Inc.) from the years 2006 to 2017.

Hugo Alves – Proposed Director

Hugo Alves is a leading advisor in the Canadian cannabis industry, having represented a variety of global industry participants, including licensed producers, licensed producer applicants, licensed dealers, e-commerce platforms, seed-to-sale software developers, design and build firms, patient aggregators, equipment manufacturers and distributors, and cannabis branding companies.

During his time as senior corporate and commercial Partner at Bennett Jones LLP, he founded and built the firm’s Cannabis Group. He acted as lead counsel or played a key role in a wide variety of transactions since the inception of the cannabis industry in Canada and is widely regarded as a Canadian cannabis industry pioneer. Today, Mr. Alves is President and Director at Auxly Cannabis Group, a platform spanning the entire cannabis value-chain, minimizing risk while simultaneously maximizing exposure to multiple, geographically-diverse cannabis companies through a single source.

Mr. Alves obtained his B.A from Carleton University, where he won the Senate Medal for Outstanding Academic Achievement and his Juris Doctor from the University of Toronto.

Ronan Levy – Proposed Director.

Ronan Levy is an experienced entrepreneur, investor and lawyer with extensive experience in the cannabis industry. He is a co-founder of Grassfed Ventures Inc., a private equity and advisory firm focussed on the cannabis and biotechnology industries. Mr. Levy presently serves as Chief Strategy Officer for Trait Biosciences Inc., an emerging cannabis technology company. Prior to his work with Grassfed Ventures Inc. and Trait Biosciences Inc., Mr. Levy served as Senior Vice President, Business & Corporate Affairs at Aurora Cannabis Inc., which he joined after Aurora acquired CanvasRx Inc. in 2016, a company Mr. Levy co-founded in 2014 along with Canadian Cannabis Clinics, Canada’s largest network of cannabis-specialized medical clinics.

Mr. Levy obtained both his Bachelor of Commerce and Juris Doctor from the University of Toronto.

Kathia Cambron-Gagne – Proposed Director.

Kathia Cambron-Gagne is the Editor-in-Chief and President of Dress to Kill (DTK) Magazine and Media and has been an executive since 2008. DTK Media brands itself as much more than just a publishing company and aspires to embody a lifestyle of bold fashion choices and the collision of culture and luxury. Dress to Kill Magazine has achieved status as an iconic and mainstay publication in the Canadian fashion industry.

Kathia graduated from Lasalle College in 1999 with a focus in fashion design. In 2006, Kathia completed an attestation Finance in France.

Selected Consolidated Financial Information of Province Brands

The following selected consolidated financial information of Province Brands has been supplied to Colson by Province Brands for purposes of inclusion herein in accordance with TSXV requirements:

Conditions to Completion of Proposed Transaction & Regulatory Matters

The parties to the Proposed Transaction are at arm’s length and therefore it is anticipated that the Proposed Transaction will not be a Non-Arm’s Length Qualifying Transaction for the purposes of Policy 2.4 as none of the directors, officers or insiders of Colson, or any of their respective associates or affiliates, own any securities of Province Brands. A request has been made to the TSXV for a waiver of the sponsorship requirement of TSXV Policy 2.2 – Sponsorship and Sponsorship Requirements, but there is no assurance that such waiver will be granted.

Trading of Colson Shares is presently halted and is expected to remain halted pending completion of the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, satisfaction of all conditions set forth in the Arrangement Agreement, receipt of all applicable regulatory, court and securityholder approvals and completion of the Private Placement on terms acceptable to Colson and Province Brands. The Proposed Transaction cannot close until all required approvals are obtained. 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 filing statement to be 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

Original press release

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