Harborside Completes Reverse Takeover of Lineage Grow Company Ltd.
OAKLAND, Calif. and TORONTO, May 31, 2019 /AxisWire/ Harborside Inc. (formerly Lineage Grow Company Ltd.) (the “Company”) is pleased to announce that it has completed its previously announced reverse takeover of FLRish, Inc. (d/b/a Harborside) (“FLRish”) pursuant to the terms of a merger agreement (the “Merger Agreement”) dated February 8, 2019, as amended on April 17, 2019 among the Company, FLRish, Inc. and Lineage Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of the Company (the “Reverse Takeover”). The Reverse Takeover was completed by way of a “three-cornered merger” whereby FLRish merged with Merger Sub to form a merged corporation and a wholly-owned subsidiary of the Company.
Immediately prior to the Reverse Takeover taking effect, the Company (a) consolidated its common shares on the basis of approximately 41.82 common shares into one new common share (the “Consolidation”), (b) changed its name to Harborside Inc., (c) reclassified the post-Consolidation common shares as subordinate voting shares (the “Subordinate Voting Shares”) and (d) created a new class of multiple voting shares (the “Multiple Voting Shares”). On closing, the holders of shares of FLRish received Multiple Voting Shares, Subordinate Voting Shares or a combination thereof, for each share of FLRish outstanding immediately prior to completion of the Reverse Takeover.
The Company’s new board of directors is now consisted of Andrew Berman, Peter Bilodeau, Adam Szweras, Matthew K. Hawkins, Tracy Geldert, Sherri Altshuler and Nayir Felix Munoz, with Mr. Bilodeau as Chairman. Mr. Andrew Berman, CEO of FLRish, is now the President and CEO of the Company, with Mr. Keith Li continuing his role as CFO of the Company. Mr. Jack Nichols has been appointed the Corporate secretary of the Company. Mr. Steve DeAngelo serves as Chairman Emeritus.
Andrew Berman, CEO of Harborside Inc., said, “Today is a historic day for Harborside. The company has served as a pioneer for the entire industry, and we’re excited to extend Harborside’s tradition of ‘trust, choice, and value’ to both our customers and our shareholders.”
It is expected that the Subordinate Voting Shares will be listed on the Canadian Securities Exchange (“CSE”) at the opening of the markets on or about June 6, 2019, subject to the satisfaction of certain conditions to listing, and are expected to trade under the symbol “HBOR”. In conjunction with the closing of the Reverse Takeover, the Company’s auditors will be MNP LLP.
A listing statement in respect of the Reverse Takeover will be prepared and posted on the CSE website and under the profile of Lineage on SEDAR at www.sedar.com in accordance with Policy 2 of the CSE. A press release is expected to be issued once the listing statement has been filed.
Aird & Berlis LLP acted as FLRish’s Canadian legal advisor, and Duane Morris LLP acted as FLRish’s U.S. legal advisor. Fogler, Rubinoff LLP acted as Lineage’s Canadian legal advisor.
About Harborside Inc.
Harborside Inc. is one of the oldest, largest and most respected cannabis retailers in the world, and has played an instrumental role in making cannabis safe and accessible to a broad and diverse community of California consumers. Co-founded by Steve DeAngelo and dress wedding in 2006, Harborside was awarded one of the first six medical cannabis licenses granted in the United States. In May 2019, Harborside executed a reverse takeover with Lineage Grow Company adding two dispensaries in prominent cities in Oregon, additional cultivation, distribution and retail assets to its portfolio, and an expected public listing on the CSE. The Company has entered into a purchase agreement with Walnut Oaks, LLC d/b/a Agris Farms and has signed a binding letter of intent to acquire Lucrum Enterprises, Inc. d/b/a LUX.
Certain statements in this press release constitute forward-looking information. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s future, strategy, plans, objectives, goals and targets, the development of future operations, the expected timing of listing on the CSE, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict, including those described in the Company’s management information circular dated April 9, 2019, as amended on April 30, 2019, which is available on the Company’s SEDAR profile, and in the Company’s final listing statement, which is expected to be posted on the Company’s SEDAR profile. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release. The Company does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities law.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company’s 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.
The Canadian Securities Exchange has in any way passed upon the merits of the business of the Company neither has approved nor disapproved the contents of this news release.
Harborside Inc. Corporate:
Andrew Berman, CEO
Keith Li, CFO