TORONTO and VANCOUVER, British Columbia, June 17, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (“World Class”) (CSE: PUMP) and Quadron Cannatech Corporation (“Quadron”) (CSE: QCC) are pleased to announce that that they have completed their previously announced plan of arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (British Columbia), pursuant to which World Class has acquired all of the common shares of Quadron (the “Quadron Shares”) following Quadron’s amalgamation with World Class’s wholly-owned subsidiary, 1212476 B.C. LTD., to form a new wholly-owned subsidiary of World Class continuing as “Quadron Cannatech Corporation” (“Amalco”).
“The merger of Quadron Cannatech with World Class Extractions accelerates the pace and effectively increases progress towards our strategic goals of becoming the world’s largest extraction company in terms of capacity,” said Rosy Mondin, the new Chief Executive Officer of World Class. “The reconstituted management and board have diverse and strategically-relevant backgrounds to address the global opportunities arising in the cannabis and hemp industries.”
Under the terms of the Arrangement, each former Quadron shareholder is now entitled to receive two common shares of World Class (“World Class Shares”), for each Quadron Share held prior to the Arrangement (the “Consideration”). In addition, options and warrants to purchase Quadron Shares will continue to remain outstanding as options and warrants of Amalco, which, upon exercise, will entitle the holders to receive the Consideration that such holders would have been entitled to be issued if, prior to the closing date of the Arrangement, such holders had exercised their options or warrants. It is anticipated that the Quadron Shares will be delisted from the Canadian Securities Exchange (“CSE”) as of the close of trading on June 17, 2019.
Pursuant to the letter of transmittal mailed to Quadron shareholders as part of the material in connection with the special meeting of Quadron shareholders held on June 7, 2019 (the “Meeting”), in order to receive the Consideration to which they are entitled, registered holders of Quadron Shares will be required to deposit their share certificate(s) representing Quadron Shares, together with a duly completed letter of transmittal, with Capital Transfer Agency, ULC, the depositary under the Arrangement. Shareholders whose Quadron Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee with questions regarding the receipt of the Consideration.
Management and Board Changes
Upon completion of the Arrangement, the board of World Class was reconstituted to consist of Rosy Mondin, Chand Jagpal, Anthony Durkacz, Dr. Raza Bokhari and Donal Carroll. Ms. Mondin and Mr. Jagpal were nominees of Quadron, Mr. Durkacz and Dr. Bokhari were nominees of World Class, and Mr. Carroll was a joint nominee of World Class and Quadron. In addition, Ms. Mondin was appointed Chief Executive Officer, Leo Chamberland was appointed President and Zara Kanji was appointed Chief Financial Officer of World Class, while Michael McCombie resigned as Chief Executive Officer and Donal Carroll resigned as Chief Financial Officer of World Class.
Advisors
M Partners Inc. provided a fairness opinion to the Board of Directors of Quadron that the Arrangement is fair, from a financial point of view. First Republic Capital Corporation (“First Republic”) acted as financial advisor to World Class. In addition to other fees and expenses payable to First Republic, World Class paid a success fee (the “Success Fee”) to First Republic and Canaccord Genuity Corp. equal to, respectively, approximately 2.73% and 0.77% of the aggregate fair market value of the World Class Shares issuable by World Class to Quadron’s shareholders, payable in World Class Shares.