Trees Corporation, a premier Canadian cannabis retailer, has completed its previously announced acquisition of Miraculo Inc. pursuant to the terms of an amalgamation agreement dated February 7, 2022 whereby Miraculo amalgamated with 1000101203 Ontario Inc., a wholly-owned subsidiary of the Company, to form an amalgamated entity in order to carry out a three-cornered amalgamation whereby Trees acquired all of the issued and outstanding shares of Miraculo.
On closing of the Amalgamation, Michael Klein, former Chief Executive Officer of Miraculo, was appointed as Chief Executive Officer of the Company. In addition, both Mr. Klein and G. Scott Paterson have been appointed to the board of directors of the Company.
Mr. Klein, Chief Executive Officer of the Company stated: “By combining Trees and Miraculo, we have created a ‘next now’ cannabis company at the intersection of content, community, and commerce. Integrating our technology, data, storytelling, and fast-growing retail footprint, we aim to unlock and capture emerging consumer segments across our platforms.”
Mr. Holmgren, President and CFO, stated: “The closing of the Miraculo transaction is a significant foundational element of the complete re-envisioning of the Trees brand. Trees will be a new kind of cannabis company in an industry beset by a narrow definition of the consumer. We are creating a more inclusive environment for the cannabis curious while remaining a leader in the adult consumption market.”
Miraculo is an integrated media, technology and consumer product company that addresses the needs of underrepresented audiences in the medical cannabis and CBD markets. Miraculo launched several verticals including “cannabisMD.com”, a consumer-education platform designed to help guide consumers on their exploration of the benefits of medical cannabis and CBD; and “askCMD.com”, a proprietary recommendation engine guiding consumers to the CBD products that best fit their needs.
The Amalgamation
Pursuant to the terms of the Amalgamation Agreement, each common share in the capital of Trees Subco was exchanged for one common share in the capital of Amalco. The Miraculo Shares held by the shareholders of Miraculo were exchanged on a pro rata basis for an aggregate of 13,639,917 common shares in the capital of Trees (“Trees Shares“) and an aggregate of 6,819,922 warrants to purchase Trees Shares exercisable at a price of $0.11 per share until December 31, 2024.
Related Party Transaction
As Fraser Clarke was, until closing of the Amalgamation, a director and shareholder of both Trees and Miraculo, the acquisition constituted a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101 “). The Company relied on an exemption from the formal valuation and minority shareholder approval requirements under MI 61-101 as the Fair Market Value (as such term is defined in MI 61-101) of the Trees Shares issuable under the Amalgamation did not exceed 25% of the market capitalization of the Company. Entry into the Amalgamation Agreement and the transactions contemplated thereby, including the Amalgamation, were considered and approved by the non-conflicted members of the Board.
About Trees
Trees is a cannabis company at the intersection of community, content, and commerce. Publicly traded, Trees offers a differentiated retail experience, combined with digital platforms that aim to educate and amplify, unlocking emerging consumer segments and need states that allows Trees to uniquely own the 360 cannabis consumer. The company has 11 Trees branded storefronts in Canada, including seven (7) stores owned and operated in Ontario and four (4) stores operated in British Columbia (“B.C.”), subject to the closing of the acquisition of the shares or assets of 101 pursuant to the terms of the second amended and restated asset purchase agreement (the “101 Purchase Agreement“) entered into between Trees and 101. The closing of the transactions contemplated by the 101 Purchase Agreement is subject to certain conditions precedent, including the receipt of certain licensing approvals and related regulatory consents.
