Acme Resources and Rapid Dose Therapeutics Announce Completion of Amalgamation
December 7, 2018
Toronto, Burlington Ontario – ACME Resources Corp. (“ACME” or the “Corporation“) and Rapid Dose Therapeutics Inc. (“RDT”) are pleased to jointly announce the completion of the three-cornered amalgamation pursuant to an Amended and Restated Amalgamation Agreement (the “Amalgamation Agreement“) as of July 11, 2018 as further amended (the “Transaction“). As announced in the Corporation’s press release of July 12, 2018, ACME entered into the Amalgamation Agreement to acquire 100% of the issued share capital of RDT payable by the issuance of approximately 64,841,200 Common Shares of ACME.
Pursuant to the terms of the Transaction, ACME acquired all of the issued and outstanding common shares of RDT (the “RDT Shares”) and RDT warrants (the “RDT Warrants”) held immediately prior to the amalgamation in exchange for the issuance of common shares in the capital of ACME (the “ACME Shares”) and warrants (the “ACME Warrants”) issued on substantially identical terms to the RDT Warrants. On closing of the Amalgamation, the Corporation issued, and each holder of RDT Shares will receive, one Common Share in exchange for each RDT Share held immediately prior to the amalgamation and the Corporation issued, and each holder of the 840,000 outstanding RDT Warrants will receive, one ACME Warrant in exchange for each RDT Warrant held immediately prior to the amalgamation, each such ACME Warrant having identical terms as the RDT Warrants in respect of exercise price, expiry date and all other material terms and conditions.
On completion of the Transaction, ACME also issued a total of 4,907,937 ACME Shares to an arm’s length party in payment of the corporate finance services fees, which shares are subject to a regulatory hold period expiring four months plus one day after the date on which they are issued.
Upon completion of the amalgamation and the issuance of the shares to the arm length’s party, the Corporation has approximately 75,021,327 common shares issued and outstanding of which approximately 7% are held by the original ACME shareholders, and approximately 86% are held by the former RDT shareholders. The Corporation also has 840,000 ACME Warrants outstanding.
A Game-Changing Delivery System
About Rapid Dose Therapeutics
Rapid Dose Therapeutics, RDT, is a Canadian bio-technology company that provides innovative, proprietary drug delivery technologies designed to improve patient outcomes and quality of lives. Rapid Dose Therapeutics offers Quick, Convenient, Precise and Discreet™ choices to consumers and patients. RDT is focused and committed to clinical research and product development for the healthcare manufacturing industry — including nutraceutical, pharmaceutical and cannabis industries. Within the cannabis sector, RDT provides a turn-key Managed Strip Service Program which enables RDT’s QuickStrip™ proprietary drug delivery technology to be licensed by select partners. RDT is driven to expand globally into emerging markets, create value for both consumers and shareholders and continually create innovative solutions aimed at future market needs.
For inquiries please contact:
Assistant Corporate Secretary
Tel: 416 818-4035
1121 Walkers Line, Unit 3
Burlington ON Canada
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release may contain forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward- looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Statements containing forward-looking information, including, without limitation, in respect of the delivery of products using the QuickStrip™ product delivery method, express, as at the date of this news release, the plans, estimates, forecasts, projections, expectations or beliefs of ACME and RDT as to future events or results and are believed to be reasonable based on information currently available to them. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the medical marijuana industry in Canada generally, income tax and regulatory matters; the ability to implement its business strategies; competition; currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list is not exhaustive. There can be no assurance that statements of forward-looking information, although considered reasonable by management at the time of preparation, will prove to be accurate as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
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