/NOT FOR DISTRIBUTION TO
The Transaction is to be structured as a three-cornered amalgamation, share exchange, plan of arrangement or other similarly structured transaction as may be agreed upon by the parties. For the purposes of the Transaction, it is intended that the shareholders of Magical Brands will receive to be established subordinate voting shares of G2G (the "Subordinate Voting Shares"), or a combination of Subordinate Voting Shares and to be established multiple voting shares of G2G (the "Multiple Voting Shares") in exchange for their common stock of Magical Brands (the "Magical Brands Shares"). In connection with the Transaction, the Company intends to seek a listing of the Subordinate Voting Shares on the Exchange. The Multiple Voting Shares will not be listed for trading on any exchange. Upon completion of the Transaction, it is intended that G2G will change its name to "
Upon successful completion of the Transaction, it is anticipated that the Resulting Issuer will be listed on the Exchange as a Tier 2 Technology Issuer, operating as a product innovation and consumer branding company. The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals as well as the satisfaction of conditions to closing which will be set out in a definitive agreement between the parties (the "Definitive Agreement").
A comprehensive news release with further particulars relating to the Transaction, financial particulars, details on the Subordinate Voting Shares and Multiple Voting Shares, descriptions of the proposed management and directors of the Resulting Issuer will follow in accordance with the policies of the Exchange.
About Magical Brands
Magical Brands was incorporated under the laws of
The Magical Butter Machine and its related products developed by Magical Brands are focused on removing inconsistencies from the botanical extraction process and increasing production capabilities for consumers to develop nutrient-rich extracts from roots, fruits, mushrooms, and herbs, infusing the lipid extracted nutrients into butter, oils, tinctures, salves and lotions.
Magical Brands' CBD-based products are available under the "Magical" brand name and comprise various formats, including (i) edibles: soft gels, fruit chews, and hard candies; (ii) tinctures: liquid form available in multiple flavours; and (iii) topicals: presently available as a cream. Magical Brands' sales and distribution footprint spans
Magical Brands Financing
In connection with the Transaction, Magical Brands intends to complete a concurrent brokered financing (the "Offering") of subscription receipts (the "Subscription Receipts") of
The proceeds from the Offering (less an amount equal to 50% of the
The funds to be available to the Resulting Issuer upon the closing of the Transaction are expected to be a minimum of
About G2G
G2G was incorporated under the Business Corporations Act (
About the Transaction
G2G will duly call and hold a special meeting of its shareholders (the "G2G Meeting"), to approve, among other things and subject to the completion of the Transaction, (i) the composition of the board of directors of the Resulting Issuer following the completion of the Transaction; (ii) the Resulting Issuer's stock option plan to take effect following completion of the Transaction; (iii) the consolidation (the "Consolidation") of the issued and outstanding common shares of G2G (the "G2G Shares") prior to the Transaction on the basis of one (1) post-Consolidation G2G Share for every 2.6844 pre-Consolidation G2G Shares (the "Consolidation Ratio"); (iv) the change of the name of G2G to "
Upon completion of the Consolidation and the Share Amendments, it is anticipated that the 5,411,670 currently issued and outstanding G2G Shares will be consolidated into 2,015,970 post-Consolidation Subordinate Voting Shares.
Details regarding the G2G Meeting will be made available in a management information circular that will be mailed to shareholders of G2G.
For greater certainty, the shareholders of G2G will not be required to approve completion of the Transaction. However, the Transaction is subject to the approval of the shareholders of Magical Brands.
Arm's Length Transaction
The Transaction is not a non-arm's length transaction in accordance with the policies of the Exchange.
Filing Statement or Information Circular
In connection with the Transaction and pursuant to Exchange requirements, G2G will file a filing statement on SEDAR (www.sedar.com), which will contain details regarding the Transaction, the Offering, G2G, Magical Brands and the Resulting Issuer.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE
Completion of the Transaction is subject to a number of conditions, including but not limited to, negotiation and execution of a definitive agreement between Magical Brands and the Company, Exchange acceptance of the Transaction and listing of the Subordinate Voting Shares. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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
The information contained or referred to in this press release relating to Magical Brands has been furnished by Magical Brands. Although G2G has no knowledge that would indicate that any statement contained herein concerning Magical Brands is untrue or incomplete, neither G2G nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Magical Brands, G2G, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the use of the net proceeds from the Offering, the ability to obtain regulatory and shareholder approvals, the proposed business plan of Magical Brands, the effect of the novel Coronavirus (COVID-19) on the equity markets and economy as a whole, and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including the completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding Magical Brands' industry, failure to obtain regulatory or shareholder approvals, changing regulatory landscape, economic factors, the equity markets generally and risks associated with regulations, growth and competition. Although G2G and Magical Brands have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and G2G and Magical Brands undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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