Welcome!

News Feed Item

POCML 2 Inc. Enters Into Binding Letter of Intent With Bedrocan Canada Inc. to Complete Qualifying Transaction

TORONTO, ONTARIO -- (Marketwired) -- 04/14/14 -- POCML 2 Inc. ("POCML 2") (TSX VENTURE:PCC.P) announced today that it has entered into a binding letter of intent with Bedrocan Canada Inc. ("Bedrocan") which outlines the general terms and conditions of a proposed transaction pursuant to which POCML 2 will acquire all of the issued and outstanding securities of Bedrocan in exchange for securities of POCML 2 (the "Transaction"). The LOI was negotiated at arm's length and is effective as of April 13, 2014.

POCML 2 is a capital pool company listed on the TSX Venture Exchange (the "TSXV"). POCML 2 has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute POCML 2's "Qualifying Transaction", as defined in TSXV policies.

Bedrocan, based in Toronto, Ontario and governed by the laws of the Province of Ontario, is in the business of importing and supplying medical marijuana pursuant to the Marihuana for Medical Purposes Regulations. Bedrocan holds a license to sell medical marijuana from Health Canada.

The transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties. The Transaction is subject to regulatory approval, including the approval of the TSXV, and standard closing conditions, including the approval of the Transaction by the directors of each of POCML 2 and Bedrocan and completion of due diligence investigations to the satisfaction of each of POCML 2 and Bedrocan, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, corporate and securities law, and accounting efficiencies.

Trading in the common shares of POCML 2 (the "POCML 2 Shares") will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSXV.

The Proposed Transaction

As of the date hereof, (i) POCML 2 has 6,000,000 POCML 2 Shares outstanding and has issued options to acquire an aggregate of 760,000 POCML 2 Shares at an exercise price of C$0.15 per share; and (ii) Bedrocan has 51,000,000 common shares (the "Bedrocan Shares") and 11,000,000 common share purchase warrants (the "Bedrocan Warrants") outstanding. In addition, Bedrocan intends to issue up to an aggregate of 2,000,000 options (the "Bedrocan Options") and/or restricted share units (the "Bedrocan RSUs") prior to the completion of the Transaction.

Pursuant to the Transaction, the holders of the issued and outstanding Bedrocan Shares will receive one POCML 2 Post-Consolidation Share (as defined below) for each Bedrocan Share (the "Exchange Ratio") held immediately prior to the Transaction. The deemed exchange price for the POCML 2 Post-Consolidation Shares to be issued in exchange for the Bedrocan Shares shall be C$0.40 per POCML 2 Post-Consolidation Share, or such other price (not less than C$0.40 per POCML 2 Post-Consolidation Share) as permitted by applicable regulatory authorities, including the TSXV.

In addition, POCML 2 will issue up to 2,000,000 options (the "POCML 2 Replacement Options") and/or restricted share units (the "POCML 2 Replacement RSUs") and 11,000,000 common share purchase warrants (the "POCML 2 Replacement Warrants") to acquire up to an aggregate of 13,000,000 POCML 2 Post-Consolidation Shares in consideration of the cancellation of the Bedrocan Options, Bedrocan RSUs and Bedrocan Warrants, respectively. The POCML 2 Replacement Options, POCML 2 Replacement RSUs and POCML 2 Replacement Warrants shall be exercisable to acquire POCML 2 Post-Consolidation Shares in lieu of Bedrocan Shares based on the Exchange Ratio and will otherwise bear the same terms and conditions as the Bedrocan Options, Bedrocan RSUs and Bedrocan Warrants so cancelled.

It is expected that following completion of the Transaction but prior to giving effect to the Private Placement (as defined below), the current holders of POCML 2 Shares will hold approximately 5.6% of the outstanding POCML 2 Post-Consolidation Shares and the current holders of Bedrocan Shares will hold approximately 94.4% of the POCML 2 Post-Consolidation Shares.

Prior to the completion of the Transaction, POCML 2 shall call a meeting of its shareholders for the purpose of approving, among other matters, (i) a consolidation of the issued and outstanding POCML 2 Shares on the basis of one "new" POCML 2 Share (a "POCML 2 Post-Consolidation Share") for every two "old" POCML 2 Shares issued and outstanding; (ii) a change of name of POCML 2 to complement the business of the resulting issuer; (iii) election of individuals to the board of directors of POCML 2; and (iv) if required by the TSXV, the approval of the Transaction. Upon closing of the Transaction, the board of POCML 2 shall be reconstituted in a manner that complies with the requirements of the TSXV and applicable securities laws. POCML 2 shall be entitled to one nominee on the reconstituted board with the balance of the directors to be nominees of Bedrocan, subject to the receipt of applicable regulatory approvals.

Other Conditions to Transaction

Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. 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.

Other conditions to completion of the Transaction include, but are not limited to:

--  Negotiation and execution of a Definitive Agreement in respect of the
    Transaction. 
--  Preparation and filing of a disclosure document outlining the definitive
    terms of the Transaction in accordance with the rules of the TSXV. 
--  Receipt of all requisite approvals from shareholders, regulatory
    authorities (including the TSXV) and third parties (including lenders or
    financial institutions, licensors and strategic partners involved in the
    manufacturing, distribution and sale of Bedrocan's products) relating to
    the Transaction. 
--  No material adverse change prior to completion of the Transaction. 
--  The representations and warranties being true and correct in all
    material respects as of the closing of the Transaction. 
--  Receipt of legal opinions in relation to the Transaction. 
--  There being no debts or amounts owing to by certain insiders and other
    non-arm's length persons, other than for expenses incurred in the
    ordinary course. 
--  No legal proceeding, regulatory action, inquiry or investigation as at
    the closing of the Transaction which may have a material adverse effect.
--  No prohibition at law against the Transaction. 
--  Compliance with the terms of the binding letter of intent. 
--  No material breach of the covenants contained in the Transaction
    documents. 

Concurrent Financing

It is expected that prior to the completion of the Transaction, Bedrocan will complete a private placement (the "Private Placement") of securities (the "Offered Securities") on terms acceptable to POCML 2, acting reasonably. Immediately prior to the completion of the Transaction, the Offered Securities, if convertible, will be automatically converted, for no additional consideration, into Bedrocan Shares or units of Bedrocan consisting of Bedrocan Shares and warrants, as the case may be (or such other securities of Bedrocan as may be agreed among Bedrocan, POCML 2 and the agent, if any). Upon closing of the Transaction, all securities of Bedrocan issued in connection with the Private Placement will automatically be exchanged for post-Consolidation securities of POCML 2 in accordance with the Exchange Ratio.

Further Information

Further details about the proposed Transaction and the resulting issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Transaction.

Investors are cautioned that, except as disclosed in the disclosure document 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 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 press release.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of POCML 2 that may be issued in connection with the Transaction, the ownership ratio of POCML 2 post-closing, the concurrent financing, shareholder approval and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. POCML 2 assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:
POCML 2 Inc.
David D'Onofrio, Chief Executive Officer,
Chief Financial Officer, Secretary and Director
(416) 643-3880

Bedrocan Canada Inc.
Marc Wayne
President and Director
(416) 943-5800

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Taica will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. ANSeeN are the measurement electronics maker for X-ray and Gamma-ray and Neutron measurement equipment such as spectrometers, pulse shape analyzer, and CdTe-FPD. For more information, visit http://anseen.com/.
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japanese Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ruby Development Inc. builds new services in short period of time and provides a continuous support of those services based on Ruby on Rails. For more information, please visit https://github.com/RubyDevInc.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
Nordstrom is transforming the way that they do business and the cloud is the key to enabling speed and hyper personalized customer experiences. In his session at 21st Cloud Expo, Ken Schow, VP of Engineering at Nordstrom, will discuss some of the key learnings and common pitfalls of large enterprises moving to the cloud. This includes strategies around choosing a cloud provider(s), architecture, and lessons learned. In addition, he’ll go over some of the best practices for structured team migrat...
As businesses evolve, they need technology that is simple to help them succeed today and flexible enough to help them build for tomorrow. Chrome is fit for the workplace of the future — providing a secure, consistent user experience across a range of devices that can be used anywhere. In her session at 21st Cloud Expo, Vidya Nagarajan, a Senior Product Manager at Google, will take a look at various options as to how ChromeOS can be leveraged to interact with people on the devices, and formats th...
First generation hyperconverged solutions have taken the data center by storm, rapidly proliferating in pockets everywhere to provide further consolidation of floor space and workloads. These first generation solutions are not without challenges, however. In his session at 21st Cloud Expo, Wes Talbert, a Principal Architect and results-driven enterprise sales leader at NetApp, will discuss how the HCI solution of tomorrow will integrate with the public cloud to deliver a quality hybrid cloud e...
SYS-CON Events announced today that Yuasa System will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Yuasa System is introducing a multi-purpose endurance testing system for flexible displays, OLED devices, flexible substrates, flat cables, and films in smartphones, wearables, automobiles, and healthcare.
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
Join IBM November 1 at 21st Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Cognitive analysis impacts today’s systems with unparalleled ability that were previously available only to manned, back-end operations. Thanks to cloud processing, IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Imagine a robot vacuum that becomes your personal assistant tha...
Organizations do not need a Big Data strategy; they need a business strategy that incorporates Big Data. Most organizations lack a road map for using Big Data to optimize key business processes, deliver a differentiated customer experience, or uncover new business opportunities. They do not understand what’s possible with respect to integrating Big Data into the business model.
The session is centered around the tracing of systems on cloud using technologies like ebpf. The goal is to talk about what this technology is all about and what purpose it serves. In his session at 21st Cloud Expo, Shashank Jain, Development Architect at SAP, will touch upon concepts of observability in the cloud and also some of the challenges we have. Generally most cloud-based monitoring tools capture details at a very granular level. To troubleshoot problems this might not be good enough.
Coca-Cola’s Google powered digital signage system lays the groundwork for a more valuable connection between Coke and its customers. Digital signs pair software with high-resolution displays so that a message can be changed instantly based on what the operator wants to communicate or sell. In their Day 3 Keynote at 21st Cloud Expo, Greg Chambers, Global Group Director, Digital Innovation, Coca-Cola, and Vidya Nagarajan, a Senior Product Manager at Google, will discuss how from store operations...