2021-10-01 16:26 ET – News Release
An anonymous director reports
Each of Brayden Sutton, Thomas Joshua Taylor and Marc Lustig’s deemed beneficial ownership of common shares of The B.C. Bud Corp., immediately following the completion of the transaction, exceeded 10 per cent on an undiluted and partially diluted basis.
The transaction giving rise to this press release was the completion of a share exchange transaction that resulted in a reverse takeover of the company by the securityholders of B.C. Bud Holdings on Sept. 29, 2021.
Prior to the completion of the transaction, each acquiror held the following securities of the company:
- Mr. Sutton, an individual with an address in Vancouver, B.C., held, indirectly, 1,713,333 common shares, representing 11.74 per cent of the issued and outstanding common shares.
- Mr. Taylor, an individual residing in Vancouver, B.C., held, directly, 245,000 common shares, representing 11.74 per cent of the issued and outstanding common shares.
- Mr. Lustig, an individual residing in Vancouver, B.C., held, directly and indirectly, 950,000 common shares, representing 5.11 per cent of the issued and outstanding common shares.
Immediately following the completion of the transaction, each acquiror had ownership or control over the following securities of the company:
- Mr. Sutton, through Sutton Ventures Ltd., a corporation controlled by Mr. Sutton, had ownership or control over (i) 12,413,333 common shares, including 10.5 million common shares which the company issued to Sutton Ventures in exchange for certain common shares in the capital of B.C. Bud pursuant to the transaction and 200,000 common shares which the company issued to Sutton Ventures on conversion of subscription receipts issued in connection with the transaction, representing approximately 27.68 per cent of the issued and outstanding common shares on an undiluted basis, and (ii) 200,000 warrants also issued on the conversion of subscription receipts and 85,000 options, which, assuming full exercise of the options and warrants, represented approximately 28.14 per cent of the issued and outstanding shares on a partially diluted basis.
- Mr. Taylor and TJT Ventures Ltd., a corporation controlled by Mr. Taylor, had ownership or control over (i) 10.745,000 common shares, including 10.5 million common shares which the company issued to TJT Ventures in exchange for certain common shares in the capital of B.C. Bud pursuant to the transaction, representing approximately 23.96 per cent of the issued and outstanding common shares on an undiluted basis, and (ii) 120,000 warrants, which, assuming full exercise of the warrants, represented approximately 24.16 per cent of the issued and outstanding common shares on a partially diluted basis.
- Mr. Lustig and L5 Capital Inc., a corporation controlled by Mr. Lustig, had ownership or control over (i) 6.2 million common shares, including 5.25 million common shares which the company issued to L5 Capital in exchange for certain common shares in the capital of B.C. Bud pursuant to the transaction, representing approximately 13.83 per cent of the issued and outstanding common shares on an undiluted basis, and (ii) 200,000 warrants, which, assuming full exercise of the warrants, represented approximately 14.21 per cent of the issued and outstanding common shares on a partially diluted basis.
The securities held by each of the acquirors are being held for investment purposes and all of the common shares held by the acquirors are held subject to an escrow time-based release schedule, as will be more particularly described in the early warning report. In the future, each acquiror may evaluate its investment in the company from time to time and may, depending on various factors including, without limitation, the company’s financial position, the price levels of the common shares, conditions in the securities markets and general economic and industry conditions, the company’s business or financial condition, and other factors and conditions that each reporter may deem appropriate, increase, decrease or change its ownership over the securities of the company.
An early warning report pursuant to the requirements of applicable securities laws has been issued by each of the acquirors and will be posted to SEDAR.
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