TILT Holdings Announces Closing of US$119M Equity Capital Raise
BOSTON — TILT Holdings Inc. (“TILT” or the “Company”), which is a vertically-integrated technology and infrastructure platform delivering a comprehensive range of products and services across the cannabis industry, announces the successful closing of an equity capital raise (the “Offering”) by a special purpose financing entity (“Finco”) resulting in aggregate gross proceeds of approximately US$119 million. The Offering was completed in contemplation of the closing of the previously announced proposed merger (the “Business Combination“) of Baker Technologies Inc. (“Baker“), Briteside Holdings LLC (“Briteside“), Sea Hunter Therapeutics, LLC (“Sea Hunter“) and Santé Veritas Holdings Inc. (“SVT“) (CSE: SV) to form one of the industry’s most comprehensive platforms, to be operated under the name TILT Holdings Inc. Pursuant to the Offering, Finco issued 22,886,858 subscription receipts at a price of C$5.25 per subscription receipt (the “SubscriptionReceipts”). The gross proceeds of the Offering, less 50% of the Agents’ (as defined below) commission, were held in escrow pending the closing of the Business Combination.
The Offering was completed by a syndicate of agents lead by Canaccord Genuity Corp. and including Cormark Securities Inc., Eight Capital Corp., GMP Securities L.P., PowerOne Capital Markets Limited, Haywood Securities Inc. and Gravitas Securities Inc. (collectively, the “Agents”).
Each Subscription Receipt automatically converted into one Finco common share immediately prior to and in connection with the completion of the Business Combination, without payment of additional consideration or further action on the part of the holder, and the funds held in escrow, less 50% of the Agents’ commission, were released to the Company. As part of the Business Combination, each Finco common share was exchanged for one common share of the Company (each a “TILT Share”).
In addition to the Offering, Finco completed a concurrent non-brokered private placement offering of 6,961,659 special shares of Finco, which raised additional funds of approximately US$28,140,000. In connection with the Business Combination, each special share was exchanged for 0.01 compressed shares in the capital of TILT.
