ACME Resources Corp. Announces Amended and Restated Amalgamation Agreement to Acquire Rapid Dose Therapeutics

July 12, 2018 12:21 PM EDT | Source: Rapid Dose Therapeutics Corp.

Toronto, Ontario--(Newsfile Corp. - July 12, 2018) - ACME Resources Corp. ("ACME" or the "Company") is pleased to announce it has entered into an Amended and Restated Amalgamation Agreement (the "Amalgamation Agreement") as of July 11, 2018 to acquire 100% of the issued share capital of Rapid Dose Therapeutics Inc. ("RDT") in a Reverse Take-Over transaction (the "Transaction") payable by the issuance of approximately 57,641,200 common shares of ACME (each a "Common Share"). This agreement updates the original Definitive Agreement announced in the Company's press release of April 6, 2018.

About RDT

RDT is a private Canadian bio-technology company which provides proprietary enhanced drug delivery technologies designed to improve patient outcomes. RDT owns a proprietary oral fast-dissolving drug delivery system, QuickStrip™, which is capable of rapidly releasing into the blood stream a list of pharmaceuticals, emulsified oils and over-the-counter medicines without being degraded or modified by first pass metabolism in the liver. RDT also provides product innovation, production and consultation to the pharmaceutical and healthcare manufacturing industry.

RDT currently has 57,641,200 common shares (each a "RDT Share") and 840,000 warrants (each a "RDT Warrant") outstanding. Each RDT Warrant entitles the holder to acquire one RDT Share at an exercise price of $0.75 at any time within five months after the RDT Shares are listed for trading on the Canadian Securities Exchange (the "CSE").

The Amalgamation Transaction

In connection with the Amalgamation Agreement, the Company will issue, 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 Company will issue, and each holder of the 840,000 outstanding RDT Warrants will receive, one warrant (each a "Company Warrant") in exchange for each RDT Warrant held immediately prior to the amalgamation, each such Company Warrant having identical terms as the RDT Warrants in respect of exercise price, expiry date and all other material terms and conditions. The Amalgamation Agreement is to be filed on SEDAR.

On completion of the Transaction, ACME will assume RDT's obligation to pay a corporate finance fee (payable by the issuance of Common Shares) to an arm's length party equal to 7% of the total number of Common Shares issued and outstanding on completion of the Transaction. The Common Shares issuable for such fee will be subject to a regulatory hold period expiring four months plus one day after the date on which they are issued.

Closing of the Transaction will be subject to approval by regulatory authorities and compliance with any required governmental and securities regulations. Closing will also be conditional on approval for listing of the Common Shares on the CSE. There is no guarantee that the Amalgamation Agreement will close. An Annual and Special Meeting of the shareholders of the Company has been called to be held on August 30, 2018 to: a) approve the change of the Company's name to "Rapid Dose Therapeutics Corp."; b) approve entering into and completing the Amalgamation Agreement; and c) to approve any and all other aspects necessary or advisable for completion of the Transaction and/or other Company business.

The Resulting Issuer

Upon closing of the Transaction, the Company will have approximately 66,310,907 Common Shares issued and outstanding of which approximately 8% will be held by the existing ACME shareholders, and approximately 85% will be held by the former RDT shareholders. The Company will also have 840,000 Company Warrants outstanding.

On completion of the Transaction, the name of the Company will be changed to "Rapid Dose Therapeutics Corp." or another name acceptable to RDT and the Company. As well, management and the board of directors of the Company will transition to better reflect RDT's management and board as follows:

              Mark Upsdell                President, Chief Executive Officer and a director
              Jason Lewis                 Senior Vice-President Business Development and a director
              Lino Fera                     Chief Financial Officer
              Brian Howlett               Director
              Kenneth Fox                Director

On completion of the Transaction, 51,806,140 Common Shares issued by the Company in exchange for RDT Shares (excluding 4,560,000 RDT Shares issued on a recent private placement by RDT at $0.50 per share for gross proceeds of $2,280,000) will be placed in escrow for release commencing on the day on which the Common Shares first start trading on the CSE (the "Escrow Commencement Date") as follows:

  a) 5% (2,590,307 Common Shares) on the Escrow Commencement Date;
  b) 5% (2,590,307 Common Shares) 6 months after the Escrow Commencement Date;
  c) 5% (2,590,307 Common Shares) 12 months after the Escrow Commencement Date;
  d) 5% (2,590,307 Common Shares) 18 months after the Escrow Commencement Date;
  e) 15% (7,770,921 Common Shares) 24 months after the Escrow Commencement Date;
  f) 15% (7,770,921 Common Shares) 30 months after the Escrow Commencement Date; and
  g) 50% (25,903,070 Common Shares) 36 months after the Escrow Commencement Date.

For further information contact:

Jorge Estepa — Corporate Secretary
Telephone: (416) 818-4035

Cautionary Note Regarding Forward-looking Statements

Certain information in this press release may contain forward-looking statements. Such statements are based on the current expectations of the management of the Company. Trading in the securities of the Company should be considered highly speculative. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and, unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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