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Entheos completes BC Bud acquisition, changes name

By September 29, 2021October 19th, 2021No Comments

2021-09-29 18:35 ET – News Release

See News Release (C-ENTH) Entheos Capital Corp

Mr. Brayden Sutton reports

THE BC BUD CO COMPLETES ACQUISITION OF RTO TRANSACTION, CONVERSION OF $1,000,000 SUBSCRIPTION RECEIPTS, SET TO BEGIN TRADING UNDER SYMBOL “BCBC”

The BC Bud Corp., further to its press releases dated Feb. 11, 2021, April 26, 2021, June 25, 2021, Sept. 7, 2021, and Sept. 27, 2021, has completed its previously announced acquisition of The BC Bud Holdings Corp. (formerly The BC Bud Corp.). The company has also changed its name from Entheos Capital Corp. to The BC Bud Corp. The company expects to commence trading on the Canadian Securities Exchange (CSE) on Sept. 30, 2021, under the symbol BCBC.

Acquisition

As previously announced, under the provisions of the transaction, the company acquired all of the issued and outstanding securities of the BC Bud Holdings Corp. (target) in consideration of the issuance of 26.25 million common shares of the company. The target is now a wholly owned subsidiary of the company. All of the payment shares are subject to escrow pursuant to the policies of the CSE and will be released from escrow based on the passage of time, such that 10 per cent of the securities were released on closing and the balance will be released in six equal tranches of 15 per cent every six months thereafter.

Private placement

In connection with the transaction, the company completed a non-brokered private placement of four million subscription receipts at a price of 25 cents per subscription receipt for aggregate gross proceeds of $1-million, as further described in the company’s news release dated April 26, 2021.

Immediately prior to closing the transaction, each subscription receipt issued pursuant to the private placement was converted into one unit of the company comprising one common share of the company and one share purchase warrant. Each warrant entitles the holder to acquire one additional common shares of the company at an exercise price of 50 cents per share until Sept. 29, 2023, following the extension of the term of the warrants approved by the company. The warrants are also subject to accelerated expiry provisions, whereby, if the closing price of the company’s common shares exceeds 75 cents per share for a period of 10 consecutive trading days, at the company’s election, the 24-month period within which the warrants are exercisable will be reduced and the holders of the warrants will be entitled to exercise their warrants for a period of 30 days commencing on the day the company provides notice of same.

Capitalization

Following completion of the transaction, the company now has 44,843,482 issued and outstanding common shares.

The company has also granted to directors and consultants an aggregate of 3,237,500 restricted share units (RSUs) at a deemed price of 21 cents per RSU vesting over a 36-month period.

Changes to board and management

Following the completion of the transaction, Corey Larricq resigned as a director, and Dayna Lange and Justin Chorbajian were appointed as directors.

Thomas Joshua Taylor, a founder of the target, has been appointed as the company’s president. Brayden Sutton continues to be the company’s chief executive officer and a director, and Samantha Shorter continues to serve as the company’s chief financial officer and corporate secretary.

The company’s board of directors now comprises Mr. Sutton, Mr. Taylor, Ms. Lange and Mr. Chorbajian.

Additional information

Details of the transaction are contained in the company’s listing statement dated Sept. 29, 2021, which will be filed on the company’s profile on SEDAR and the website of the Canadian Securities Exchange.

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