Table Of Content
The aggregate consideration for the Transactions will be met through the issuance of 151,427,786 subordinate voting shares of Harborside (“SVS”) and the assumption and restructuring of debts and other obligations as well as the issuance of 2,000,000 warrants at a strike price of US$2.50 per SVS (the “Warrants”). Harborside, Urbn Leaf and Loudpack noted that the structure of the transaction and overall consideration contemplates both a return to normalized enterprise valuations for California-focused cannabis companies and the potential for StateHouse to become a leading participant in that market. Based upon the relative enterprise value of each party, following closing of the Transactions, existing Harborside, Loudpack and Urbn Leaf shareholders will own approximately 35%, 39% and 26% of StateHouse, respectively, on a fully diluted basis and assuming conversion of all multiple voting shares of Harborside (“MVS”) to SVS. There are no comparable IFRS financial measures presented in Harborside's financial statements.
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The Urbn Leaf Agreement provides for, among other things, customary representations and warranties and covenants, including mutual non-solicitation provisions and a US$2.5 million termination fee payable by either the Company or Urbn Leaf in certain circumstances. The implementation of the Urbn Leaf Transaction will be subject to the approval of a majority of votes cast by Harborside shareholders and the approval of the shareholders of Urbn Leaf, and the receipt of certain regulatory approvals, including customary closing conditions for a transaction of this nature. The transaction was structured based upon the relative enterprise values of Harborside, Urbn Leaf and Loudpack.
Consumer Products & Retail
Pursuant to the Loudpack Lock-Up Agreement, Loudpack’s sole stockholder will agree not to sell, assign or otherwise transfer the Harborside SVS received, except to its members, who will be required to enter into equivalent lock-up agreements. In connection with the Transactions, the Company has signed a non-binding term sheet with Pelorus Equity Group for a total of US$77.3 million of debt financing (the "Roll Up Financing") which would be used primarily to retire certain existing loans and provide additional working capital to the Company, Urbn Leaf and Loudpack. The Roll Up Financing would contain a nominal interest rate of 10.25%, along with specified origination, closing and other transaction fees, and would be secured by certain real estate assets and cannabis licenses of the Company, Urbn Leaf and Loudpack. It would also be subject to debt service ratio requirements, interest reserves, certain cross-corporate guarantees and defaults, subordination agreements and intercreditor agreements, along with a general corporate guaranty from the Company. The Roll Up Financing is intended to be funded in two tranches, with the first occurring prior to closing on the acquisitions of Urbn Leaf and Loudpack, and the second tranche to be funded to the Company post-closing, at a time of the Company's choosing.
General Business Overview
The options are exercisable at a price of C$0.37 per SVS for a period of five years from the date of grant, with one quarter of the total number of options granted vesting on each of the first, second, third and fourth anniversary of the date of grant. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company's operations and financial performance. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of U.S.
About Urbn Leaf
Local state laws where the Company operates permit such activities however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable United States federal money laundering legislation. "This is an important milestone for the Company, which was formed through the business combination of four pioneering California companies," said Ed Schmults, Chief Executive Officer.
Harborside's archived corporate information, including financial results and news releases, will also be available on the StateHouse site. A full description of the Loudpack Transaction and Urbn Leaf Transaction will be set forth in the management information circular of Harborside, which will be mailed to Harborside shareholders in connection with the Meeting, and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) under Harborside’s profile at Harborside stores are known for having the world’s best curated selection of award-winning flower, concentrates, edibles and other cannabis products from California’s most respected growers and manufacturers. We carry some of the top rated cannabis brands, including Alien Labs, CBX, Dimebag, Kingpen, and Smokiez.
Cute harbourside house in New South Wales sells for less than $800,000 - Domain News
Cute harbourside house in New South Wales sells for less than $800,000.
Posted: Mon, 04 Sep 2023 07:00:00 GMT [source]
Heavy Industry & Manufacturing
The Company's 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. Securities Act and applicable state securities laws or an exemption from such registration is available. 8 Assumes current market pricing for branded products, maximum utilization of currently installed equipment and operating the facility 24 hours per day 6 days per week.
Financial and Legal Advisors
Pursuant to the terms of the definitive agreement with respect to Urbn Leaf (the “Urbn Leaf Agreement”), Harborside will acquire all of the equity interests of Urbn Leaf through the issuance of approximately 60,000,000 SVS, subject to adjustment, and the restructuring and assumption of debt. In connection with the Transactions, the Company has signed a non-binding term sheet with Pelorus Equity Group for a total of US$77.3 million of debt financing (the “Roll Up Financing”) which would be used primarily to retire certain existing loans and provide additional working capital to the Company, Urbn Leaf and Loudpack. The Roll Up Financing is intended to be funded in two tranches, with the first occurring prior to closing on the acquisitions of Urbn Leaf and Loudpack, and the second tranche to be funded to the Company post-closing, at a time of the Company’s choosing. Pursuant to the terms of the definitive agreement with respect to Urbn Leaf (the “Urbn Leaf Agreement”), Harborside will acquire all of the equity interests of Urbn Leaf through the issuance of approximately 60,000,000 SVS, subject to adjustment, and the restructuring and assumption of debt. The Urbn Leaf Agreement provides for, among other things, customary representations and warranties and covenants, including mutual non-solicitation provisions and a US$2.5 million termination fee payable by either the Company or Urbn Leaf in certain circumstances.
Business Technology
PGP Capital Advisors, LLC acted as financial advisor and Burns & Levinson LLP acted as United States legal counsel to Urbn Leaf. Cassels Brock & Blackwell LLP acted as Canadian legal counsel and Duane Morris LLP acted as United States legal counsel to Harborside. Pursuant to the terms of the Definitive Agreement with respect to the Loudpack Transaction (the "Loudpack Agreement"), Harborside will acquire all of the equity interest of Loudpack through the issuance of approximately 91,427,786 SVS, subject to adjustment, 2,000,000 warrants and the assumption and restructuring of debts.
As aforementioned, both the Loudpack Transaction and Urbn Leaf Transaction require approval of the CSE and by Harborside shareholders at a special meeting of shareholders (the “Meeting”) to be held in the first quarter of 2022. Following closing of the Transactions, existing Harborside, Loudpack and Urbn Leaf shareholders will own approximately 35%, 39% and 26% of StateHouse, respectively on a fully diluted basis and assuming conversion of all MVS to SVS. Harborside was also the first cannabis retailer in the nation to support education for seniors, veterans and families with severely ill children (including the treatment of children with Dravet Syndrome). Shop our curated selection of award-winning flower, concentrates, edibles and other cannabis products. The Reclassification was overwhelmingly approved by shareholders of the Company at the annual and special meeting of the Company held on June 23, 2022.
Founded in 2016 by entrepreneur Will Senn, Urbn Leaf is an omni-channel retailer of the highest quality cannabis products available in California. The company first opened its Feel Good Boutique to the public with one store in San Diego in 2018 and has since grown to include seven retail locations and delivery options. These non-IFRS financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the IFRS financial measures presented in the Company's financial statements. For more information, please see "Use of Non-IFRS Measures" and "Non-IFRS Measures" in the Company's management's discussion and analysis for the period ended September 30, 2021, which is available under the Company's profile on
Wheel House opens at the Y Local News kodiakdailymirror.com - Kodiak Daily Mirror
Wheel House opens at the Y Local News kodiakdailymirror.com.
Posted: Mon, 10 Jul 2023 07:00:00 GMT [source]
EBITDA and/or Adjusted EBITDA are essentially net income (loss) with interest, taxes, depreciation and amortization, non-cash adjustments and other unusual items added back. This measure can be used to analyze and compare profitability among companies and industries, as it eliminates the effects of financing and capital expenditures. This measure does not have any standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other companies.
EBITDA and Adjusted EBITDA are measures of the Company’s overall financial performance and are used as an alternative to earnings or net income in some circumstances. Since reconstituting the Company’s board of directors last year, our team embarked upon an ambitious mission to create a unique platform capable of consolidating California and driving significant growth through added scale. Since its inception, Harborside has consistently lead the charge in the creation of the modern cannabis industry. Harborside was the first cannabis retailer in the country to demand rigorous testing for all products to ensure that they are free of pesticides and other impurities, and contain verifiable potency levels of THC and CBD, and continues today to set the bar for cannabis compliance.
A full description of the Loudpack Transaction and Urbn Leaf Transaction will be set forth in the management information circular of Harborside, which will be mailed to Harborside shareholders in connection with the Meeting, and filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") under Harborside's profile at 2 Certain financial information included in this press release is neither audited nor reviewed. Where possible, the information has been constructed by management from available audited or audit reviewed financial statements. Where no audited or audit reviewed information has been available, additional management accounting information has been utilized to construct financial information. Harborside and Loudpack prepare their financial statements in accordance with International Financial Reporting Standards.
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