Agoracom Blog

Spyder #Cannabis $ Enters into MOU with HighBreed Growth Corp. for a Proposed Reverse Takeover Transaction $CGC $ACB $APH $ $ $

Posted by AGORACOM-JC at 10:58 AM on Thursday, September 12th, 2019
  • Signed a Memorandum of Understanding with HighBreed Growth Corp.
  • HBGC and Spyder Cannabis would be willing to complete a transaction that will result in a reverse take-over of Spyder Cannabis by HBGC
  • HighBreed Growth Ltd., is building a cannabis cultivation greenhouses facilities in Israel with a total planned size of 500,000 square feet.

Vaughan, Ontario–(Newsfile Corp. – September 12, 2019) – Spyder Cannabis Inc. (TSXV: SPDR) (“Spyder Cannabis” or the “Company“), an established Canadian cannabis accessory and vape retailer, is pleased to announce that it has signed a Memorandum of Understanding (the “MOU“) with HighBreed Growth Corp. (“HBGC“), that outlines the general terms and conditions pursuant to which HBGC and Spyder Cannabis would be willing to complete a transaction that will result in a reverse take-over of Spyder Cannabis by HBGC (the “Transaction“). The MOU was signed on September 5, 2019.

About HighBreed Growth Corp.

HBGC is a Canadian company located in Toronto, through its Israeli subsidiary HighBreed Growth Ltd., is building a cannabis cultivation greenhouses facilities in Israel with a total planned size of 500,000 square feet. HBGC has signed domestic sale contract with an entity to purchase its production capacity. The Israeli government announced that it would approve cannabis for export in 2019, and regulations are expected to be enacted in the 2nd quarter of 2020 to authorize export.

To strengthen its team, HBGC has reached an understanding to retain the services of a former chief agronomist of one for the largest, most experienced and world-renowned licensed producers in Israel.

About Spyder Cannabis

Founded in 2014 Spyder Cannabis is an established chain of five stores in Ontario, with locations in Woodbridge, Scarborough, Burlington, Pickering and Niagara Falls. The Spyder Cannabis brand is defined by its high-quality retail deals, dispensed in uniquely designed stores creating the optimal customer experience. Spyder Cannabis is building off this leading retail, distribution and branding company and is pursuing expansion into the legal cannabis and hemp derived market. Spyder Cannabis has developed a scalable retail model with plans to create a significant footprint with targeted and disciplined retail distribution strategy focusing on Canadian retail and U.S. boutique retail and kiosks in high traffic peripheral areas.

About the Transaction

The MOU is to be superseded by a definitive merger, amalgamation or share exchange agreement (the “Definitive Agreement“) that is expected to be signed on or prior to October 15, 2019, or such later date as may be mutually agreed upon by the parties in writing. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, securities law and accounting factors. Completion of the Transaction is subject to a number of conditions, which include approval of the board of directors of each party, completion of mutual due diligence, the execution of the Definitive Agreement, receipt of all necessary securityholder and regulatory approvals, the delisting Spyder Cannabis’ common shares (the “Spyder Shares“) from the TSX Venture Exchange, the conditional approval of the listing of the Company on the Canadian Securities Exchange (the “CSE“), and the satisfaction or waiver of conditions to be set out in the Definitive Agreement.

Pursuant to the Transaction, the holders of common shares of HBGC (“HBGC Shares“) will receive common shares (“Resulting Issuer Shares“) of the entity resulting from the Transaction (the “Resulting Issuer“) in exchange for their HGBC Shares on the basis of an exchange ratio to be determined, but which is expected to result in the former shareholders of HGBC holding eighty percent (80%) of the Resulting Issuer Shares, with the remaining twenty percent (20%) of the Resulting Issuer Shares being held by the former shareholders of Spyder Cannabis without giving effect to the Financings (each as defined below). Following the completion of the Transaction, the Resulting Issuer will continue the businesses of HBGC and the Company.

The Transaction constitutes an Arm’s Length Transaction under the policies of the TSX Venture Exchange.

An application will be made to voluntarily delist the Spyder Shares from the TSX Venture Exchange and to list the Resulting Issuer Shares on the CSE. The delisting of the Company from the TSX Venture Exchange and the listing of the Resulting Issuer on the CSE will be subject to all applicable shareholder and regulatory approvals.

In connection with the Transaction, the parties intend to complete one or more private placements to pay for, among other things, the expenses of the Transaction and to provide working capital pending completion of the Transaction (the “Financings“). The terms of the Financings including the securities offered, the size of the Financings and the issue price per security will be determined in the context of the market by negotiation between HBGC, the Company, and any applicable investment dealer.

Further details of the Transaction and the business and operations of the Resulting Issuer (including applicable financial statements) will be included in a listing statement to be prepared and filed with the CSE, and in subsequent news releases and other public filings. Trading in the Spyder Shares on the TSX Venture Exchange will remain halted until all necessary filings have been accepted by applicable regulatory authorities.


Spyder Cannabis Inc.
Dan Pelchovitz
President & Chief Executive Officer
Contact: Investor Relations
Phone: 1-888-504-SPDR (1-888-504-7737)
Email: [email protected]

Bullseye Corporate
Crystal Quast
Bullseye Corporate
[email protected]

HighBreed Growth Corp.
Patrick Gregory
Executive Chairman
Phone: 905-818-0725
Email: [email protected]

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