TILT Holdings closes US $119M financing and to list on CSE

CPE Media News (11/21/2018) – Baker Technologies Inc., Briteside Holdings LLC, Sea Hunter Therapeutics, LLC and Santé Veritas Holdings Inc. (CSE: SV) have completed previously announced merger to form a new company under the name of TILT Holdings Inc.

TILT will operate production facilities in multiple markets across the US and internationally, delivering genetically researched cannabis products through vertically integrated operations, largely through the wholesale market in partnership with retail operators.

As part of the transaction, a special purpose financing entity (Finco) has completed a brokered private placement of 22,886,858 subscription receipts at a price of CDN $5.25 per subscription receipt and a concurrent non-brokered private placement of 6,961,659 special shares of Finco, which raised additional funds of approximately US $28,140,000. In connection with the business combination, each special share was exchanged for 0.01 compressed shares in the capital of TILT.

The Canadian Securities Exchange (CSE) has conditionally approved the listing of TILT Holdings shares under the symbol “TILT.” Trading is expected to commence by the end of November.

Prior to the merger, Cambridge, Massachusetts based Sea Hunter Therapeutics had raised US $125 million in financing. Alex Coleman, co-founder of Sea Hunter, will lead TILT as co-Chairman and CEO.

photo credit: Sea Hunter Therapeutics

News Release

TILT Holdings Announces Closing of US$119M Equity Capital Raise

BOSTON — TILT Holdings Inc. (“TILT” or the “Company”), which is a vertically-integrated technology and infrastructure platform delivering a comprehensive range of products and services across the cannabis industry, announces the successful closing of an equity capital raise (the “Offering”) by a special purpose financing entity (“Finco”) resulting in aggregate gross proceeds of approximately US$119 million. The Offering was completed in contemplation of the closing of the previously announced proposed merger (the “Business Combination“) of Baker Technologies Inc. (“Baker“), Briteside Holdings LLC (“Briteside“), Sea Hunter Therapeutics, LLC (“Sea Hunter“) and Santé Veritas Holdings Inc. (“SVT“) (CSE: SV) to form one of the industry’s most comprehensive platforms, to be operated under the name TILT Holdings Inc. Pursuant to the Offering, Finco issued 22,886,858 subscription receipts at a price of C$5.25 per subscription receipt (the “Subscription Receipts”). The gross proceeds of the Offering, less 50% of the Agents’ (as defined below) commission, were held in escrow pending the closing of the Business Combination.

The Offering was completed by a syndicate of agents lead by Canaccord Genuity Corp. and including Cormark Securities Inc., Eight Capital Corp., GMP Securities L.P., PowerOne Capital Markets Limited, Haywood Securities Inc. and Gravitas Securities Inc. (collectively, the “Agents”).

Each Subscription Receipt automatically converted into one Finco common share immediately prior to and in connection with the completion of the Business Combination, without payment of additional consideration or further action on the part of the holder, and the funds held in escrow, less 50% of the Agents’ commission, were released to the Company. As part of the Business Combination, each Finco common share was exchanged for one common share of the Company (each a “TILT Share”).

In addition to the Offering, Finco completed a concurrent non-brokered private placement offering of 6,961,659 special shares of Finco, which raised additional funds of approximately US$28,140,000. In connection with the Business Combination, each special share was exchanged for 0.01 compressed shares in the capital of TILT.

The TILT Shares have been conditionally approved for listing on the Canadian Securities Exchange (the “CSE”) under the ticker “TILT”. Listing and trading of the TILT Shares is anticipated to commence by the end of the month.

The combination of four leading cannabis businesses enables TILT to deliver complementary products and services designed to empower the legal cannabis industry in markets throughout the world. The Business Combination results in the creation of two market dominant business lines, focused on infrastructure and technology which, along with the people and capital, allows TILT to deliver the best products to businesses and consumers. To further expand on this strategy, the merging companies have completed numerous complementary acquisitions, adding both assets and technologies in multiple markets and have a significant pipeline of transactions under review.

“With TILT we are building a technology-driven infrastructure solution to maximize customer engagement and product delivery while also enabling industry participants to scale across new markets with these same systems,” said Alex Coleman, Co-Chairman and Chief Executive Officer of TILT, and co-founder of Sea Hunter. “We intend to leverage the Business Combination and the net proceeds of the Offering to accelerate our growth across the cannabis industry with a pipeline of infrastructure expansions, acquisitions and partnerships. We are well-positioned to effectively and efficiently capitalize on the consolidation that is occurring across most markets in the industry with the goal of delivering the highest quality products and services where laws permit.”

Upon completion of the Business Combination, TILT will operate production facilities in multiple markets across the US and internationally, delivering genetically researched cannabis products through vertically integrated operations, largely through the wholesale market in partnership with retail operators. The Company will also provide a comprehensive suite of software and services to these same retail partners, helping them connect with over 2 million unique retail customers with knowledge based promotional activities. Presently, more than 1,000 dispensaries across the U.S, Canada, Puerto Rico and Jamaica are using solutions from Baker Technologies.

“With a presence in a third of all U.S. dispensaries, TILT – through Baker – will have a proven track record of engaging consumers and optimizing dispensary operations and revenue,” added Coleman. “With this capital raise, we are poised to grow our market share and enable more retailers to increase store traffic, revenue and customer loyalty.”

About TILT Holdings

TILT is a vertically-integrated technology and infrastructure platform delivering the most comprehensive range of products and services across the cannabis industry. TILT strives to deliver the highest quality products and services through knowledge-based technology systems for both businesses and consumers. TILT`s technologies will have a presence in more than 1,000 dispensaries across the U.S., Canada, Puerto Rico and Jamaica. For more information, please visit www.tiltholdings.com.

Media Contact:
Jill Gerig
InkHouse
Phone 415-299-6600
TILT@inkhouse.com

Investor Contact:
Scott Van Winkle
ICR
617-956-6736
scott.vanwinkle@icrinc.com

The CSE has not in any way passed upon the merits of the Offering, the Transaction or the listing of the common shares of the resulting issuer, and has neither approved nor disapproved the contents of this news release. Approval of the CSE for the listing of the TILT Shares will be subject to, among other things, the Company satisfying the listing requirements of the CSE. There can be no assurance that the approval of the CSE regarding the listing of the resulting issuer shares will be obtained.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

CPE Media News

Private Capital Journal provides Canada's only complete private capital (angel, venture capital, private equity, private/exempt), public financing, M&A, IPO/RTO news and intelligence.