Toronto and Burlington, Ontario--(Newsfile Corp. - December 7, 2018) - Acme Resources Corp. ("ACME" or the "Corporation") and Rapid Dose Therapeutics Inc. ("RDT") are pleased to jointly announce the completion of the three-cornered amalgamation pursuant to an Amended and Restated Amalgamation Agreement (the "Amalgamation Agreement") as of July 11, 2018 as further amended (the "Transaction"). As announced in the Corporation's press release of July 12, 2018, ACME entered into the Amalgamation Agreement to acquire 100% of the issued share capital of RDT payable by the issuance of approximately 64,841,200 Common Shares of ACME.
Pursuant to the terms of the Transaction, ACME acquired all of the issued and outstanding common shares of RDT (the "RDT Shares") and RDT warrants (the "RDT Warrants") held immediately prior to the amalgamation in exchange for the issuance of common shares in the capital of ACME (the "ACME Shares") and warrants (the "ACME Warrants") issued on substantially identical terms to the RDT Warrants. On closing of the Amalgamation, the Corporation issued, and each holder of RDT Shares will receive, one Common Share in exchange for each RDT Share held immediately prior to the amalgamation and the Corporation issued, and each holder of the 840,000 outstanding RDT Warrants will receive, one ACME Warrant in exchange for each RDT Warrant held immediately prior to the amalgamation, each such ACME Warrant having identical terms as the RDT Warrants in respect of exercise price, expiry date and all other material terms and conditions.
On completion of the Transaction, ACME also issued a total of 4,907,937 ACME Shares to an arm's length party in payment of the corporate finance services fees, which shares are subject to a regulatory hold period expiring four months plus one day after the date on which they are issued.
Upon completion of the amalgamation and the issuance of the shares to the arm length's party, the Corporation has approximately 75,021,327 common shares issued and outstanding of which approximately 7% are held by the original ACME shareholders, and approximately 86% are held by the former RDT shareholders. The Corporation also has 840,000 ACME Warrants outstanding.
For further information about ACME see ACME's profile at www.sedar.com or contact:
ACME - Jorge Estepa
Telephone: (416) 818-4035
For further information about RDT, visit www.rapid-dose.com or contact RDT at [email protected], 1121 Walkers Line, Suite 3 Burlington, Ontario Canada L7N 2G4, Tel. (416) 477-1052.
Forward-looking statements
Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, future opportunities for the Corporation.
Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: the anticipated strategic, operational and competitive benefits may not be realized and the Corporation's ability to raise additional capital.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
