Toronto, Ontario–(Newsfile Corp. – May 31, 2019) – Spyder Cannabis Inc. (formerly, Anchor Capital Corporation) (TSXV: SPDR) (“Spyder” or the “Corporation“), is pleased to announce that it completed its previously announced qualifying transaction (the “Qualifying Transaction“) with Spyder Vapes Inc. (“Private Spyder“).
As a part of the Qualifying Transaction, Private Spyder amalgamated with 11304372 Canada Inc. (“AcquisitionCo“), a wholly-owned subsidiary of Anchor Capital Corporation (“Anchor“) formed solely for the purpose of facilitating the three-cornered amalgamation (the “Amalgamation“) in connection with the Qualifying Transaction. In accordance with the terms of the Amalgamation, Anchor purchased all of the issued and outstanding common shares of Private Spyder (each, a “Private Spyder Share“) on the basis of one (1) common share in the capital of Anchor (each, a “New Spyder Share“) for each one (1) Private Spyder Share outstanding immediately prior to the Amalgamation. In addition, Anchor, as the resulting issuer, also changed its name from “Anchor Capital Corporation” to “Spyder Cannabis Inc.”
Upon closing of the Amalgamation, the Corporation has 39,938,375 New Spyder Shares issued and outstanding and 5,230,561 New Spyder Shares reserved for issuance. The New Spyder Shares reserved for issuance include 1,379,161 warrants and 3,851,400 stock options. Further, following closing of the Amalgamation, (i) the former shareholders of Private Spyder own approximately 88.7% of the issued and outstanding New Spyder Shares, (ii) the principals of Private Spyder collectively hold 12,644,986 New Spyder Shares and 1,400,000 stock options, all of which are subject to a Tier 2 Surplus Security Escrow Agreement pursuant to the policies of the TSX Venture Exchange (the “Exchange“), and (iii) 2,300,000 New Spyder Shares held by non-principals of Private Spyder are subject to a Tier 2 Value Security Escrow Agreement.
Following closing of the Amalgamation, all unexercised Private Spyder Share purchase warrants (each, a “Spyder Warrant“), including Spyder Warrants issued pursuant to the Concurrent Financing (as described below), all unexercised stock options entitling holders thereof to acquire Private Spyder Shares (“Spyder Options“), and all Spyder Warrants issued to a certain finder in connection with a non-brokered private placement completed by Private Spyder in late 2018 (“Private Spyder Finder Warrants“), cease to represent a right to acquire Private Spyder Shares and instead provide the right to acquire New Spyder Shares
Private Spyder completed its non-brokered concurrent financing of secured convertible debentures (the “Concurrent Financing“) with the Qualifying Transaction, raising gross proceeds of $274,500 through the sale of secured convertible debentures convertible into an aggregate of 1,830,000 units of Private Spyder (each a “Unit“) at a price of $0.15 per Unit. Each Unit consists of one (1) Private Spyder Share and one-half (1/2) of one Spyder Warrant, with each whole Spyder Warrant entitling the holder thereof to purchase one (1) Private Spyder Share at an exercise price of $0.30 per share for a period of 24 months from the date of issuance.
In connection with the Concurrent Financing, a registered finder received a cash fee of $1,600 and 10,667 Spyder Warrants (each, a “Finder Warrant“). Each Finder Warrant is exercisable at a price of $0.15 into one (1) Unit, for a period of two years following closing.
Directors and Officers
In connection with the Qualifying Transaction, certain directors and officers of Anchor resigned and were appointed, such that the directors and officers of the Resulting Issuer are now as follows:
Daniel Pelchovitz – Director and Chief Executive Officer
Mark Pelchovitz – Director, Chief Financial Officer, and Corporate Secretary
Steven Glaser – Director
Brandon Kou – Director
Michael Lerner – Director
Change of Auditor
In connection with the Qualifying Transaction, it is expected that the auditor of the Resulting Issuer will change from MNP LLP to Wasserman Ramsay LLP.
Final Exchange Bulletin
Anchor received conditional approval for the Qualifying Transaction from the Exchange on April 23, 2019 and has delivered all documentation to the Exchange required to satisfy its listing conditions. Upon issuance of the final bulletin of the Exchange providing final acceptance of the Qualifying Transaction, Spyder will recommence trading as a Tier 2 Industrial Issuer on the Exchange. Trading in the common shares of Anchor on the Exchange is expected to resume at open of markets on or around the first week of June 2019 under the symbol “SPDR”.
Early Warning Disclosure
In connection with the Qualifying Transaction, Ari Toderovitz of Toronto, Ontario, has acquired 1,200,000 New Spyder Shares, which, together with 3,016,833 New Spyder Shares acquired by 2432692 Ontario Inc. (“243 Corp.“), a corporation wholly-owned by Mr. Toderovitz and therefore a joint actor, represents approximately 10.6% of the issued and outstanding New Spyder Shares on a non-diluted basis. Further, assuming full exercise of 83,333 New Spyder Share purchase warrants held by 243 Corp. and 600,000 stock options to purchase New Spyder Share held by Mr. Toderovitz, Mr. Toderovitz holds, together with 243 Corp., 4,900,166 New Spyder Shares (12.3% of the issued and outstanding shares on a partially diluted basis). Prior to the Qualifying Transaction, Mr. Toderovitz did not beneficially own, or exercise control or direction over, any securities of Spyder. Mr. Toderovitz and 243 Corp. acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Corporation or dispose of such securities as Mr. Toderovitz or 243 Corp., as applicable, may deem appropriate.
In connection with the Qualifying Transaction, Saimi Pelchovitz of Richmond Hill, Ontario, has acquired 8,191,589 New Spyder Shares, which represents approximately 20.5% of the issued and outstanding New Spyder Shares on a non-diluted basis. Prior to the Qualifying Transaction, Ms. Pelchovitz did not beneficially own, or exercise control or direction over, any securities of Spyder. Ms. Pelchovitz acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Corporation or dispose of such securities as Ms. Pelchovitz may deem appropriate.
Copies of the respective early warning reports that will be filed by Mr. Toderovitz and Ms. Pelchovitz may be obtained on the Corporation’s SEDAR profile or by contacting the Corporation at via e-mail at firstname.lastname@example.org.
Select Financial Information
The following table presents selected historical financial data of Private Spyder for the periods indicated. The financial figures contained in this press release are based on the unaudited financial statements for the period ended October 31, 2018, and the audited financial statements for the years ended January 31, 2018 and January 31, 2017. All amounts are stated in Canadian dollars unless otherwise indicated.
||Nine Months Ended October
|Year ended January 31,
|Year ended January 31,
|Income (Loss) from Continuing Operations
|Net Income (Loss)
|Total Long-Term liabilities
|Cash Dividends declared
For further information relating to the Corporation, Private Spyder and the Qualifying Transaction, please refer to the Filing Statement filed in connection with the Qualifying Transaction, available under the Corporation’s SEDAR profile at www.sedar.com.
NEITHER THE 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.
The selected historical financial information presented in this press release has been prepared in accordance with International Financial Reporting Standards. Readers of this press release are cautioned to not place undue reliance on this preliminary financial information, and should read such preliminary financial information in conjunction with the financial statements that are included in the Filing Statement filed in connection with the Qualifying Transaction.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the issuance of the final Exchange bulletin and commencement of trading of the resulting issuer. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: changes in tax laws, general economic and business conditions; and changes in regulation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward- looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The 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. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, please contact:
Dan Pelchovitz, President and Chief Executive Officer, Spyder Cannabis Inc.
Telephone: (905) 265-8273
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
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