November 15, 2021

TREES CORPORATION AND 1287406 B.C. LTD ANNOUNCE FILING OF NEO LISTING DOCUMENT AND CONDITIONAL APPROVAL OF THE NEO EXCHANGE INC.

CALGARY, AB, Nov. 15, 2021 /CNW/ – Trees Corporation (“Trees“) and 1287406 B.C. Ltd., (“406“) are pleased to announce that Trees has called an annual and special meeting (the “Meeting“) of holders (“Trees Shareholders“) class A shares in the capital of Trees (“Trees Shares“) to consider the previously proposed amalgamation (the “Amalgamation“) with 406.

Trees is also pleased to announce that it has received conditional approval of the Neo Exchange Inc. (“NEO“) for the listing of the shares (“Resulting Issuer Shares“)of the company resulting from the Amalgamation (the “Resulting Issuer“) on the NEO. In connection with the calling of the Meeting, Trees completed the mailing and filing of its joint information circular (the “Circular“) with 406 dated November 12, 2021. The Circular constitutes Trees’ “Listing Document” in the context of its NEO listing application, and is available on the SEDAR profile of 406 at www.sedar.com.

Jon Conquergood, Trees CEO, states “Trees is very proud to have achieved these significant milestones on our path to becoming a publicly listed Canadian cannabis retailer.  Assuming the closing of the acquisition in British Columbia, which is expected to close in 2022,  Trees will have a solid foundation of 11 operating storefronts in Ontario and British Columbia, two more opening soon and a growth inventory of an additional nine conditionally licensed locations. I couldn’t be more excited for our future.”

Jeff Holmgren, Trees CFO adds “We are delighted to be partnered with NEO through which we expect to increase our investor reach and access to capital to fund further our organic growth and acquisitions strategy.  With our strong presence in Ontario and British Columbia, two of Canada’s largest cannabis markets, we believe that Trees will provide a differentiated investment alternative to the increasingly sophisticated and discriminating cannabis sector investor.”

The Meeting

At the Meeting, Trees Shareholders will be asked to approve, among other things, the Amalgamation, which, if approved by Trees Shareholders and shareholders of 406, will be completed pursuant to the terms of the amended and restated amalgamation agreement dated November 10, 2021 (the “Amended Amalgamation Agreement“). In connection with the transactions contemplated by the Amalgamation Agreement, Trees Shareholders will also be asked to approve the consolidation of all of the outstanding Trees Shares at a ratio of between 2:1 and 50:1 (the “Trees Consolidation“). If approved by Trees Shareholders, and provided the directors of Trees resolve to proceed with the Trees Consolidation at consolidation ratio of 50:1, it is expected that there will be approximately 25,164,481 Resulting Issuer Shares issued and outstanding at the Effective Time (as defined in the Amended Amalgamation Agreement), assuming the conversion of certain indebtedness, the issuance of Subscription Receipts (as defined below) representing minimum gross proceeds of $2,000,000, and the vesting of certain performance share units. Completion of the Amalgamation and listing of Resulting Issuer Shares on NEO is subject to the satisfaction of a number of conditions precedent, including, but not limited to, receipt of all necessary regulatory and shareholder approvals.

The Amalgamation

The Amended Amalgamation Agreement amended and restated the original amalgamation agreement dated October 26, 2021 to, among other minor matters, reflect a change in the jurisdiction of the Amalgamation from the Province of Ontario to the federal jurisdiction of Canada, with the remaining terms of the Amalgamation otherwise the same as those set out in the press release of the parties dated October 27, 2021 (the “October Press Release“).

Private Placement

As previously announced in the October Press Release, Trees has launched a non-brokered private placement (the “Private Placement“) of subscription receipts (the “Subscription Receipts“) at a price of $0.02 (the “Subscription Price“) per Subscription Receipt for gross proceeds of a minimum of $2,000,000. The material terms of the Private  Placement and Subscription Receipts are set out in the October Press Release.

About Trees

Trees was incorporated under the Business Corporations Act (Alberta) (the “ABCA“) on February 2, 2018. On December 15, 2020, Trees changed its name from “Budbank Information Systems Corp.” to “Trees Corporation” pursuant to the filing of articles of amendment pursuant to the ABCA.

Trees’ current registered and head office is located at 1600, 520 – 3rd Ave SW, Calgary AB, T2P 0R3.

Trees is an independent retail cannabis operator that currently operates six fully licensed retail cannabis stores that sell cannabis products and accessories in the Province of Ontario. Trees intends to enter the British Columbia retail cannabis market upon the closing of its acquisition of six retail cannabis stores operated by 1015712 B.C. Ltd. (“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.

In addition to the six retail cannabis stores that Trees currently owns and operates in the Province of Ontario, Trees has completed the construction and build-out of two additional stores, which stores have received conditional licenses to operate, with final approval subject to the completion of final regulatory inspections. Trees has also secured an additional seven unbuilt cannabis retail store locations for which it has received conditional license approvals from the provincial regulator, with final licensing approvals subject to completion of store construction and final regulatory inspections. 

As of the date hereof, there are 123,442,200 Trees Shares issued and outstanding and the following persons own, control or direct 10% or more of the outstanding Trees Shares:

Name of Beneficial Trees
Shareholder
Number of Trees
Shares Beneficially Owned, or
Controlled or Directed, Directly or
Indirectly
Percentage of Trees
Shares Beneficially Owned, or
Controlled or Directed, Directly or
Indirectly
Jon Conquergood22,156,79917.95%
Paul Matthew Hill13,410,20010.86%

About 406

406 was incorporated under the Business Corporations Act (British Columbia) as “1287406 B.C. Ltd.” on February 3, 2021 as a wholly-owned subsidiary of 1289625 B.C. Ltd. (“406 Parent“). Pursuant to the arrangement agreement dated March 25, 2021 entered into among 406, 1289625 B.C. Ltd., 1287390 B.C. Ltd., 1287398 B.C. Ltd., 1287401 B.C. Ltd., 1287405 B.C. Ltd., 1287396 B.C. Ltd., 1287409 B.C. Ltd., 1287411 B.C. Ltd., 1287412 B.C. Ltd. and 1287413 B.C. Ltd., 1289625 B.C. Ltd., 406 Parent reorganized its capital such that each holder of common shares disposed of their holdings to 1289625 B.C. Ltd. and, in consideration therefor, received, among other things, certain 406 Shares, which resulted in 406 ceasing to be a subsidiary of 1289625 B.C. Ltd.

406 is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia and currently has 3,850,000 406 Shares issued and outstanding. None of its securities, including the 406 Shares, are listed or posted for trading on any stock exchange and no public market exists for any securities of 406. 406 has no material assets and does not currently conduct any business operations.

406’s head office is located at 3400 22 Adelaide S.W., Toronto, ON M5H 4E3 and its registered and records offices are located at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, BC V7X 1T2.

Proposed Directors and Senior Management Team of the Resulting Issuer

Upon the closing of the Amalgamation, it is anticipated that Jon Conquergood, Jeff Holmgren, Fraser Clarke, Scott Cunningham, James Ward and Meysam Soltani shall constitute the board of directors of the Resulting Issuer. It is also anticipated that the senior management team of the Resulting Issuer will be comprised of Jon Conquergood (Chief Executive Officer) and Jeff Holmgren (Chief Financial Officer).

The following are brief biographies of the currently proposed directors and senior officers of the Resulting Issuer:

Jon Conquergood – Chief Executive Officer, Director

Mr. Conquergood has extensive business and leadership experience spanning strategic consulting, senior management and entrepreneurship. Mr. Conquergood started out his career in strategy and marketing consulting for Fortune 50 companies including telecommunications (AT&T Canada), retail (Shoppers Drug Mart) and banking (Canada Trust). Work included M&A activity, project management, industry analysis and market research. From there he began a career as a senior executive in the heavy equipment (Husky Injection Molding) and retail industries (SDM). While at Shoppers Drug Mart, Mr. Conquergood was Vice President of Strategy and Vice President, Operations for all of Alberta. Mr. Conquergood was also founder and CEO of NewLeaf Cannabis in 2017, at the time Canada’s largest legal cannabis retailer with 25 locations across Alberta. NewLeaf was sold to Meta Growth, a publicly listed company, in 2018. Mr. Conquergood co-founded and acted as CEO of Ontario Cannabis Holdings Corp., which amalgamated with a subsidiary of Trees on March 1, 2021.

Mr. Conquergood has a Bachelor of Science in Engineering from Queen’s University.

Jeff Holmgren – Chief Financial Officer, Director

Mr. Holmgren has an extensive background in corporate finance beginning his career at Ernst & Young LLP, where he provided advisory services to a diverse range of private and public companies around the globe. In 2008, Mr. Holmgren left the firm to pursue industry opportunities in the oil and gas sector, serving in various roles of increasing responsibility with numerous oil and gas companies, most notably Progress Energy Trust and  as CFO of Westfire Energy Ltd., where he navigated its sale to LongRun Exploration in 2012.  In 2013, Mr. Holmgren co-founded Kaisen Energy Corp and served as the CFO until his departure in 2018 when he joined NewLeaf Cannabis as CFO in the early phase of its ascent to becoming one of Canada’s largest cannabis retail companies prior to its sale in September 2018 to High Tide Inc. (Meta Growth Corp. at that time). Mr. Holmgren went on to co-found Ontario Cannabis Holdings Corp., which amalgamated with a subsidiary of Trees on March 1, 2021 where he has continued in his role as Executive Vice President and CFO.

Fraser Clarke – Director

Mr. Clarke is the Owner and Chief Executive Officer of Massage Addict Incorporated, a national retailer of Registered Massage Therapy, Chiropractic Care and Acupuncture services. He is also currently a board member and Chair of the audit committee of ClearStream Energy Services. Mr. Clarke has served on numerous public and private company boards, including as a founding investor and board member of Element Financial (now Element Fleet Management and ECN Financial). Mr. Clarke was previously the President and Chief Executive Officer of Herbal Magic, a Canadian weight loss and nutrition company, from February 2011 to August 2013, and previously the President and Chief Operating Officer of Herbal Magic Inc. from February 2009 to February 2011. From October 2002 to July 2007, he was President and Chief Executive Officer of Hair Club for Men, and prior to this role, Mr. Clarke was an Associate at CCC Investment Banking and an Associate at Ernst & Young LLP. Mr. Clarke holds a Bachelor of Commerce Honours from Memorial University and is a designated Chartered Accountant and Certified Financial Analyst.

Scott Cunningham – Director

Mr. Cunningham is President of DSC Investments Inc. and has an extensive background in Strategic start-up business and corporate development advisory in real estate, mobile communications, software and ag tech sectors. As a key member of the startup team at Oskar, (now Vodafone) in the Czech Republic, and VP Business Development at Wmode, (now App Direct), Mr. Cunningham has a depth of experience with business ventures in the startup phase, and has advised numerous CEOs at start-up ventures, including Trees, since December of 2019.  Mr. Cunningham has a Bachelor of Commerce Honours from the University of Manitoba.

James Ward – Director

Mr. Ward is a Chartered Professional Accountant who began his career at Deloitte auditing and reporting for public companies. He then moved on to Goldman Sachs and ultimately into a partnership role at O’Shaughnessy Financial, a private wealth firm specializing in life insurance and tax minimization strategies for affluent Canadian families. In 2021, Mr. Ward became the Chief Executive Officer, Chief Financial Officer and a director of 406.

Meysam Soltani – Director

Mr. Soltani is the founder and President of Smilingstars Daycare, a successful multi-location daycare in North Vancouver-based operator founded in 2010.  Mr. Soltani is also the founder and a director of Krave Kulture Yogurt, founded in 2021, a successful craft yogurt retail business with ambitions for further expansion.  Mr. Soltani was an original investor in Trees Island Grown & Baked Eatables, a private licensed cannabis processing company with a strategy focussed on the manufacturing of cannabis pre-rolls.

Further Information

406 and Trees will provide further details in respect of the Amalgamation, the  Private Placement and the Resulting Issuer in due course by way of a subsequent news release. Trees and 406 will also make available to the NEO, all information, including financial information, as may be requested or required by the NEO.

All information contained in this news release with respect to Trees and 406 was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Amalgamation is subject to a number of conditions, including but not limited to, final NEO acceptance and the approval of Trees shareholders and shareholders of 406. There can be no assurance that the Amalgamation, the Private Placement or the listing of Resulting Issuer Shares on the NEO will be completed as proposed or at all.

Readers are cautioned that, except as disclosed in the Circular, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of the Resulting Issuer should be considered highly speculative.

The NEO has not in any way passed upon the merits of the proposed Amalgamation and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Private Placement, including amounts anticipated to be raised thereunder and the use of net proceeds therefrom; the expected increases in the Company’s investor reach; the closing of the acquisition by Trees in British Columbia; Trees’ anticipated growth, number of stores and future acquisitions;  the terms and conditions of the Amalgamation, including receipt of NEO and shareholder approval; the details of any securities issuances, exchanges or cancellations contemplated to be completed in connection with the transactions contemplated by the Amended Amalgamation Agreement; the expected capitalization of the Resulting Issuer; and the closing of the Amalgamation. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, 406 and Trees have made numerous assumptions including among other things, assumptions about general business and economic conditions of Trees and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although management of 406 and Trees believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Private Placement; risks relating to the receipt of all requisite approvals for the Amalgamation and/or other ancillary transactions, including the approval of Trees and 406 shareholders and the NEO; and other risk factors as detailed from time to time. 406 and Trees do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. 406 and Trees assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this press release are made as of the date of this release.

SOURCE Trees Corporation

For further information: Trees Corporation, Jon Conquergood, Chief Executive Officer, Email: IR@treescorp.ca; 1287406 B.C. Ltd., James Ward, Chief Executive Officer, Chief Financial Officer, and Director, Email: james@wardfinancial.ca