{"id":452747,"date":"2021-03-08T09:20:45","date_gmt":"2021-03-08T14:20:45","guid":{"rendered":"http:\/\/www.marketnewsdesk.com\/?p=452747"},"modified":"2021-03-08T09:20:45","modified_gmt":"2021-03-08T14:20:45","slug":"rapid-dose-therapeutics-completes-amalgamation-of-consolidated-craft-brands","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/rapid-dose-therapeutics-completes-amalgamation-of-consolidated-craft-brands\/","title":{"rendered":"Rapid Dose Therapeutics Completes Amalgamation of Consolidated Craft Brands"},"content":{"rendered":"
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BURLINGTON, Ontario, March 08, 2021 (GLOBE NEWSWIRE) — Rapid Dose Therapeutics Corp. (\u201cRDT\u201d or the \u201cCompany\u201d) (CSE: DOSE)<\/a>, is a Canadian life sciences company focused on innovative drug and active ingredient delivery solutions. The flagship product \u2018QuickStrip\u2122\u2019 is a thin, orally dissolvable film infused with an active ingredient (nutraceuticals, cannabis or pharmaceuticals) that is delivered quickly into the bloodstream bypassing first-pass metabolism resulting in rapid onset of the active ingredient.<\/p>\n

The Company is announcing today that, further to its press release of January 11, 2021, it has signed the Amalgamation Agreement (\u201cAmalgamation Agreement\u201d) to acquire 2544737 Ontario Limited, operating as Consolidated Craft Brands (\u201cCCB\u201d), in a share transaction (the \u201cTransaction\u201d) totalling $5,000,000 CDN. (Five million dollars Canadian). The Transaction is an acquisition by RDT of CCB with CCB being amalgamated into a newly created subsidiary of RDT. CCB is a majority First Nations owned private company carrying on business in the development of packaged goods for health and wellness products.<\/p>\n

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\n Terms of the Transaction<\/u>
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Pursuant to the terms of the Letter of Intent announced on January 11, 2021, RDT was to issue 16,666,667 Common Share Units each consisting of one common share and one common share purchase warrant at a deemed price of $0.30 per Unit in exchange for 100% of the common shares of CCB. Each warrant could be exchanged for one common share of the Company at a price of $0.45 per common share for a period of 24 months from the closing of a definitive agreement. Subsequent to this, the terms of the share exchange were modified to reflect the changes in the market price of RDT\u2019s common shares. The value of the transaction remains at $5,000,000 CDN for 100% of the common shares of CCB, however, there are 20,000,000 units issued consisting of one common share and one common share purchase warrant at a deemed price of $0.25 per Unit. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.375 per common share for a two year period from the issuance date.<\/p>\n

The common shares issued are subject to an escrow arrangement whereby the shares shall be released over an eleven-month period from closing of the Transaction with the final 20% released at the end of the eleven months. The Amalgamation Agreement allows for a \u201cclawback\u201d of all or a portion of the final release shares upon the occurrence of certain defined events.<\/p>\n

In addition, the Amalgamation Agreement allows the CCB selling shareholders the right to nominate one Director to the Board of Directors of RDT. Accordingly, Tom Bryson, the CEO of CCB prior to the Transaction, has agreed to join the Board of RDT effective immediately. Also, the Board of Directors of RDT have offered, and Mr. Bryson has accepted, the further role as President of RDT.<\/p>\n

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\n What the acquisition brings to the Company<\/u>
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With the amalgamation complete, CCB becomes a wholly owned subsidiary of RDT. CCB brings CPG and Pharma manufacturing expertise, a Health Canada R&D License with developed proprietary formulations, branded products, several patent pending technologies for rapid onset beverage enhancements and a consortium of strategic alliances including First Nation majority shareholders. The balance sheet of CCB includes $3,000,000 in cash and cash equivalents including a repayable advance of $600,000 to RDT as an advance to closing of the Transaction, equipment, inventory, patent pending technologies and the R&D License. In addition, liabilities in CCB are less than $50,000.<\/p>\n

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\n Comments from the Company\u2019s CEO<\/u>
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Mark Upsdell, President and CEO comments on the transaction: \u201cI am delighted with this acquisition \u2013 it brings significant benefits to our Company:<\/p>\n