Tidal Royalty Corp (CSE: RLTY.u) released an update late last night related to their seemingly endless business combination with that of Michicann, informally known as “Red White & Bloom”. As of March 12, the company has entered into an amended and restated business combination agreement, and anticipates the resumption of trading later this month.
Under the new business combination agreement, shareholders of Michicann will receive shares of Tidal on a 2 for 1 basis. The agreement states that for each share held, shareholders of Michicann will receive one common share, as well as one series 2 convertible preferred share.
Each series two share holds equal voting power as that of a common share. However, each share is entitled to a 5% annual dividend payable in additional series 2 shares. The shares are also convertible into a common share on a one for one basis, which can be done after the seven month anniversary of the transaction. The conversion will be forced on the two year anniversary of the transaction.
Additionally, just before the completion of the business combination, which is being done via a reverse takeover transaction, shareholders of Tidal Royalty will see their shares consolidated on a sixteen for one (16:1) basis. The company will also change its name to “Red White & Bloom Brands Inc.” and will see the Board of Directors reconstituted to five members, two of which will be from Tidal and three of which are from Michicann.
The closing of the arrangement is contingent on a number of factors, including receiving listing approval, as well as obtaining escrow agreements from directors and officers of both Tidal and Michicann, as well as certain shareholders of Michicann, its Michigan investee, and Tidal. The proposed escrow agreement will see restrictions on the transfer of shares, as well as a voluntary lockup with three equal unlocks over an eighteen month period.
Finally, the company also announced that in January Michicann closed on the purchase of Mid-American Growers, as well as assets within Illinois that include 142 acres of land, which includes buildings, structures, and plant facilities within the state.
While slightly murky, the related news release indicated that the company is working towards acquiring transaction approval from the CSE in March, with the recommencement of trading expected to occur shortly thereafter.
Tidal Royalty has been halted on the CSE since February 2019.
Information for this briefing was found via Sedar and Tidal Royalty. The author has no securities or affiliations related to this organization. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
