- Canbud Distribution Corp. (CBDX) has entered a triangular merger agreement with Steep Hill, Inc., and Canbud Merger Sub Inc.
- Subco will merge with Steep Hill and continue as a new corporation owned by Canbud and the shareholders of Steep Hill
- Canbud will issue 2.87 million shares as an advisory fee
- Holders of Steep Hill shares are expected to own approximately 34.01 per cent of the outstanding Canbud shares on a non-diluted basis
- Canbud is expected to not pay more than $150,000 in cash consideration for the transaction
- Canbud Distribution Corp. (CBDX) is up 28.57 per cent and is trading at $0.05 per share as of 12:20 p.m. EST
Canbud Distribution Corp. (CBDX) has entered a triangular merger agreement with Steep Hill, Inc., and Canbud Merger Sub Inc.
Subco will merge with Steep Hill and continue as a new corporation owned by Canbud and the shareholders of Steep Hill.
Shareholders will receive 0.096 of a common share of Canbud for each Steep Hill share, or an aggregate of 82 million Canbud Shares, in exchange for their Steep Hill shares.
Canbud will issue 2.87 million shares as an advisory fee.
Holders of Steep Hill shares are expected to own approximately 34.01 per cent of the outstanding Canbud shares on a non-diluted basis.
Shareholders will be permitted to trade 25 per cent of such Canbud Shares on the date that is four months from the closing date.
A further 25 per cent of Canbud Shares will be permitted on the dates that are seven, 10 and 13 months after the closing date.
All directors of Steep Hill are expected to resign, while key Steep Hill management personnel are expected to continue in their respective positions of the merged entity.
A receipt of the required approval for the Transaction from the shareholders of Steep Hill is required.
It is expected that no acquisitions or disposals, no debt or equity capital raisings, no new material contracts or related party transactions and no loss of any material license are to occur.
The transaction is subject to Steep Hill having positive net working capital, cash of at least US$100,000 and debt of not more than US$500,000.
Canbud is expected to not pay more than $150,000 in cash consideration for the transaction.
Canbud is a science and technology health and wellness company that encompasses plant-based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and CBD verticals.
Canbud Distribution Corp. (CBDX) is up 28.57 per cent and is trading at $0.05 per share as of 12:20 p.m. EST.
