Article by Eden Empire via Globe Newswire
Eden Empire Inc. (“Eden Empire” or the “Company“) is pleased to announce that on May 14, 2020 (the “Closing Date“) the Company closed its previously announced business combination (“Business Combination”) with Rosehearty Energy Inc. (“Rosehearty“). The resulting issuer to the Business Combination will carry on the business of Eden.
Eden and Rosehearty completed an amalgamation under the Business Corporations Act (British Columbia) (“BCBCA“) and subsequently changed its name to “Eden Empire Inc.” Pursuant to the terms of the Business Combination, the issued and outstanding common shares of Eden (the “Eden Shares“) were exchanged for common shares of the resulting issuer to the Business Combination (the “Resulting Issuer Shares“) on the basis of one Resulting Issuer Share for each Eden Share. At the closing of the Business Combination, 65,222,500 Resulting Issuer Shares, representing 94.6% of the Resulting Issuer Shares, were issued in exchange for the Eden Shares. The outstanding common share purchase warrants of Eden (the “Eden Warrants“) were exchanged for common share purchase warrants of Eden Empire (the “Resulting Issuer Warrants“) on the basis of one Resulting Issuer Warrant for each Eden Warrant, resulting in 661,630 Resulting Issuer Warrants issued.
The Business Combination was conditional on the receipt of Eden of approval by its shareholder, which was unanimously approval at the special meeting of the shareholders of Eden held on May 12, 2020.
Following the closing of the Business Combination, the board of directors of the Company is now comprised of Gerry Trapasso, Kolten Taekema, Cale Moodie and Dario Meli. In addition, on the Closing Date, Gerry Trapasso was appointed Chief Executive Officer, Kolten Taekema was appointed President and Cale Moodie was appointed as Chief Financial Officer. Prior to the completion of the Business Combination, Rosehearty consolidated its common shares on a 6:1 basis, such that it had 3,705,092 common shares issued and outstanding immediately before giving effect to the Business Combination.
Eden has applied to list (the “Listing“) its common shares on the Canadian Securities Exchange (the “CSE“) under the ticker symbol “EDEN”, subject to meeting listing requirements and obtaining approval of the CSE. Upon Eden obtaining conditional approval of the CSE for the Listing, the principal amount of the approximately $5.9 million outstanding convertible debentures of Eden Empire will be converted into Eden Shares at a conversion price of $0.30 resulting in an additional 19,679,985 Eden Shares.
About Eden Empire
Eden Empire is reporting issuer in the business of investments and operations in the cannabis sector and engaging in retail, cultivation, extraction and activities in respect of cannabis in Canada and the United States. It is the intention that Eden becomes a fully integrated cannabis product company in Canada and the United States. Eden holds a number of trademarks, some with common law rights and some registered trademarks, agreements for the acquisition of licence applicants in various U.S. States and Canadian Provinces, and has acquired interests in land where it anticipates operating. Eden has an award winning and established nationwide brand, including a substantial intellectual property portfolio, and a dedicated management team with over 20 years of combined cannabis industry experience. Upon completion of Eden Empire’s currently intended acquisitions, and approval to operate its retail locations, the Company is expected to have the largest retail cannabis footprint in British Columbia.
Eden is expecting the approval of regulators in British Columbia, Ontario and Michigan for licenses to operate cannabis retail stores, and cultivation and processing facilities. It is expected that following the issuances of these licenses and the commencement of its operations, Eden will have a significant presence in the retail cannabis space in British Columbia.
Retail cannabis operations are an emerging sector with significant cash flow potential. Public information shows that cannabis retail currently has one of the highest grossing sales per square foot of all retail segments in North America.