- U.S. Super State Operator Red White & Bloom Announces the Completion of its Long-Awaited Merger with Tidal Royalty
- With Assets in Michigan, Illinois and Massachusetts, RWB Currently Has 600 Employees, 22 Individual Facilities and a Combined Cultivation Footprint of 4 Million Sq Ft
- Red White & Bloom Expects to Commence Trading on the CSE Under the New Ticker Symbol ‘RWB’ By the End of May 2020
Red White & Bloom Brands Inc. (CSE: RLTY.U) (OTC: TDRYF) (RWB, formerly, Tidal Royalty Corp.) is pleased to announce the completion of its previously announced business combination with MichiCann Medical Inc. d/b/a/ Red White & Bloom (MichiCann) pursuant to the terms of the Amended and Restated Business Combination Agreement dated March 12, 2020.
As a result of the Transaction, the Company has changed its name to “Red White & Bloom Brands Inc.” and MichiCann is now a wholly-owned subsidiary of the Company. In connection with and immediately prior to the completion of the Transaction, the Company completed a share consolidation on a 16:1 basis.
“We have worked diligently to build RWB over the last 2 years in the face of significant headwinds in the cannabis industry. Despite said challenges, our industry-leading team of professionals has been able to quickly establish a significant presence in the United States. The closing of this Transaction was the next step in our evolution and has bolstered our balance sheet, added Massachusetts assets to our footprint, and has enabled us to become a reporting issuer,” said Brad Rogers, RWB CEO & Director.
New Combined Entity
RWB’s U.S. footprint currently spans Michigan, Illinois and Massachusetts. With a combined cultivation footprint of over 4,000,000 square feet, 600 employees and 22 individual facilities, RWB’s mandate is to operate at scale in select states that provide the greatest return for our partners and shareholders.
RWB’s Michigan Investee currently holds numerous licences within Michigan covering the entire cannabis value chain; they are strategically located throughout the state to service the majority of its 10 million residents.
The investee currently owns 10 operating dispensaries (referred to as provisioning centers in Michigan) and owns or has leased 8 additional locations earmarked to open throughout 2020. RWB’s Michigan Investee is vertically integrated with two operational indoor cultivation facilities, an outdoor cultivation facility, and various others coming on stream to increase margins and meet their demands for 2020 and beyond. Also, within the Investee’s portfolio is a multi-SKU product line ranging from vape cartridges to pre-packaged flower which are sold through multiple dispensaries throughout the state.
RWB’s Illinois subsidiaries own and operate America’s largest indoor CBD cultivation facility which is 3,600,000 sq ft and sits on 236 prime agricultural acres in Putnam County, IL.
The facility is focused on producing high-grade cannabinoids, complete with Certificate of Origin documentation, on a year-round, consistent basis. The facility was formerly a premier producer in the floricultural market for America’s big-box national chains and has maintained the relationships and certifications to continue those business relationships for consideration of our national CBD product strategy. The facility has also secured various distributors and supply/off-take agreements for premium whole flower within the United States and CBD distillate internationally.
RWB’s Massachusetts assets, which were developed initially by Tidal Royalty Corp., now form part of the assets of the Company as a result of closing the Transaction. These assets consist of 3 cannabis licences; 2 of which are for cultivation and 1 for processing and 2.8 acres of development land. RWB is looking at a number of strategic options for these assets for 2020.
RWB Management Team, Board of Directors & Committee Members
The Company is also pleased to announce the board is now comprised of five (5) directors and that its directors and officers are the following individuals:
Brad Rogers, Chief Executive Officer and Director. Brad Rogers was the Chief Executive Officer of MichiCann prior to the Transaction. He was the former President and Chief Operating Officer of CannTrust Holdings (TSX: TRST) (NYSE: CTST) from April 2015 until October 2018. Mr. Rogers was also a co-founder and Chief Operating Officer of Mettrum Ltd., now owned by Canopy Growth (TSX: WEED) (NYSE: CGC) (FRA: 11L1), from January 2013 until December 2015. He led numerous life sciences/healthcare companies from pre-licensing to public listing, including the granting of nine Health Canada licenses and multiple rounds of both private and public financings in the cannabis industry. From 1996 to 2012, Mr. Rogers was the VP Product for Mood Media. He has an MBA from the Ivey School of Business.
Theo van der Linde, Chief Financial Officer and Director. Mr. van der Linde is a Chartered Accountant with 20 years’ extensive finance, administration and public accounting experience in diverse industries including mining, oil & gas, financial services, manufacturing and retail. During the last nine years of his career, Mr. van der Linde has been focused on the mining industry working with Junior Exploration and producing mining Companies at various stages of growth and in several jurisdictions including South Africa, West- Africa, Peru, Sri-lanka and the United States. Mr. van der Linde currently acts as a mining consultant as the President of Executive Management Solutions Ltd.
Brendan Purdy, Director and Audit Committee Chair. Mr. Purdy is the Corporate Secretary and Director of Global Blockchain Technologies Corp. and the CEO and President of Element 79 Capital Inc. He was the former CEO and director of Enforcer Gold Corp.; director of each of Supreme Metals Corp. and ZTest Electronics Inc.; former director, CEO and chairman of Mojave Jane Brands Inc. (formerly High Hampton Holdings Corp.) (CSE: JANE) from November 2016 to December 2017; CEO and Director of Seaway Energy Services from April 2016 to October 2016; a Director of Greenock Resources Inc. from October 2015 to February 2016.
Michael Marchese, Director. Mr. Marchese was the co-founder, President and sole director of MichiCann prior to the Transaction. He co-founded Aleafia Health Inc. and directed its branding. Michael has successfully operated his own branding company, Marchese Design, and has developed identities and communications programs while building dozens of iconic brands in the CPG and retail sectors.
Bill Dawson, Director. Mr. Dawson has served as the Chief Financial Officer of SBG – Skill Based Games Inc. since 2014; the President and Chief Executive Officer of Play Games for Fun Limited Since 2013; the Chief Financial Officer of Oakshire Holdings Limited from 2011 to 2018; the Chief Financial Officer of Pong Game Studios Corporation from 2011 to 2018; the Chief Financial Officer of Caliburger Canada Incorporated from 2015 to 2017; the Chief Financial Officer of Blow Canada Inc. from 2014 to 2017.
Brendan Purdy, Brad Rogers and Michael Marchese will serve on the audit committee and the compensation committee of the Company.
New Capital Structure
- Common Shares: 132,190,811
- Series I Preferred Shares: 3,181,250
- Series II Preferred Shares: 108,726,349
- Warrants: 1,194,402*
- Options: 9,200,539**
All Series II Preferred shares are convertible into Common shares, on a one for one basis, anytime between seven and twenty-four months after their initial issuance date.
Certain shareholders have entered into voluntary escrow and/or escrow and leak out agreements totalling 36,844,823 Common shares, 17,133,600 Series II Preferred shares and the underlying shares for 3,200,000 Options. The escrow agreements carry various terms between 6 and 18 months.
Following the completion of the Transaction, the Company will guarantee the obligations of PharmaCo Inc., Mid-American Growers, Inc. and RWB Illinois, Inc. pursuant to an amended and restated credit agreement dated January 10, 2020, in connection with advances from an Institutional Investor, in the principal amount of U.S. $49,750,000, the obligations of which are also guaranteed by MichiCann.
Resumption of Trading
It is expected that trading of RWB’s Common shares will commence at or before the end of May 2020 under the trading symbol “RWB”. Additional details for when the Common shares will recommence trading shall be provided in due course, and remain subject to the filing of a listing statement describing the Company pursuant to the rules of the Canadian Securities Exchange (CSE).
*1,194,402 Warrants are exercisable into 1,194,402 Common shares and 595,340 Series II Preferred shares.
**9,200,539 Options are exercisable into 9,200,539 Common shares and 7,401,429 Series II Preferred shares.
For more information about Red White & Bloom Brands Inc., please contact:
- Tyler Troup
- Managing Director, Circadian Group IR
- Email: IR@RedWhiteBloom.com
Disclosure: The Cannabis Investor holds a position in Red White & Bloom.