10557404 Canada Corp. To Acquire MVC Technologies Inc. in Reverse Takeover
Toronto, Ontario--(Newsfile Corp. - September 7, 2018) - 10557404 Canada Corp. (the "Company") is pleased to announce the signing of a non-binding Letter of Intent ("LOI") with MVC Technologies Inc. ("MVC"), a cannabis-focused service and technology company. The LOI details the terms of the proposed acquisition of MVC and a concurrent plan to file a prospectus with the British Columbia Securities Commission.
Key drivers of this acquisition are:
- Sail, a pre-eminent cannabis EMR platform
- Canna Care Docs, a multi-state network of patient evaluation and education centers
- Revenue of $5.4-million for the six months to June 30, 2018
- Industry-leading diagnostic, data management and research aggregation tools
The parties are currently working to complete a Definitive Agreement to effect a business combination by way of 3-corner amalgamation, plan of arrangement, or other business combination (the "Transaction"). The Company plans to seek shareholder approval to consolidate the issued and outstanding common shares on a basis of one New Common Share for each 16.5 current common shares, as well as any other aspects of the Transaction that will require shareholder approval. The Company will then issue one (post-consolidation) New Common Share each one MVC share then issued and outstanding.
Currently, the Company has 22,500,000 pre-consolidation common shares issued and outstanding. MVC currently has 56,908,400 common shares issued and outstanding and 7,393,333 common shares to be issued upon conversion of an outstanding convertible debenture. Upon completion of the Transaction, it is anticipated that the shareholders of each of 10557404 Canada Corp. and MVC shall hold the following numbers and percentages of shares of the combined entity:
- Shareholders of Company: 1,363,636 or 2.08% *
- Shareholders of MVC: 64,301,733 or 97.92% *
- Total Shares on a pro-forma basis: 65,665,369 or 100% *
* There are allowances in the LOI for both MVC and the Company to issue additional common shares and/or common share purchase warrants and/or common share purchase options prior to completion of the transaction. Any additional equity issuances would be treated pari passu within the terms of the LOI.
Since inception, MVC has raised more than $8-million through the issuance of equity and convertible debentures, including the most recent equity private placement of $1.8-million, priced at $0.44/unit.
MVC was founded in 2014 and operates under two (2) brands, Sail Cannabis ("Sail") and Canna Care Docs ("CCD"). Since its launch, Sail has developed a cannabis-specific EMR (Electronic Medical Record) platform with a suite of practice management tools used by international clinic groups and independent clinicians. The Sail platform allows clinics to manage their entire operation through a single platform designed specifically for the cannabis market. Currently, the platform is used for cannabis evaluations of more than 80,000 patients on an annual basis. The platform is actively deployed in 19 jurisdictions.
Canna Care Docs, a leading cannabis evaluation and education group, was acquired by MVC in 2017. CCD provides comprehensive services to patients looking to integrate cannabis into their treatment regimen - both through primary caregiver referrals and through direct patient acquisition. CCD operates 26 evaluation centers serving 12 jurisdictions including Massachusetts, Maine, Connecticut, New York and Illinois. Since inception, Canna Care Docs has provided services to more than 265,000 patients.
The fusion of these two businesses has created a unique value proposition within the global cannabis market. MVC captures significant, clinically-validated, data related to patient conditions and symptoms, strain and consumption method preferences, treatment efficacy, and many other vital data points throughout multiple countries allowing for a heightened level of business insight to its clients and the industry at-large.
There are a number of conditions precedent to the completion of the Transaction for both the Company and MVC including, but not limited to: final due diligence; shareholder approvals — including the Company's proposed share consolidation; and all necessary exchange and regulatory approvals.
Following completion of the Definitive Agreement, the Company will provide further information on the transaction and expected timelines to completion of the Transaction and the concurrent application for listing on the CSE.
About 10557404 Canada Corp.
10557404 Canada Corp. is an unlisted, public reporting issuer in British Columbia, Alberta and Manitoba. The Company's shares are not quoted on any stock exchange or quotation medium.
About MVC Technologies Inc.
MVC Technologies has a mission to simplify the medical cannabis journey through a suite of healthcare technology products and services delivered through two distinct brands. Sail offers a comprehensive cannabis EMR platform and patient engagement tools to support clinics and clinicians across multiple countries. Canna Care Docs is a leading cannabis evaluation and education group operating in 12 jurisdictions. Canna Care Docs has served more than 265,000 patients looking to integrate cannabis into their treatment regimen. Sail and Canna Care Docs are both wholly-owned subsidiaries of MVC Technologies Inc.
This news release may contain forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
10557404 Canada Corp.
MVC Technologies Inc.