Harborside Inc. (“Harborside”, or the “Company”) (CSE: HBOR) (OTCQX: HBORF), a California-focused, vertically integrated cannabis enterprise, today announced that it completed the previously announced acquisition of UL Holdings Inc. (“Urbn Leaf”), a leading California cannabis retailer with a dominant position in southern California. The Company is also pleased to announce that Ed Schmults has been appointed as Chief Executive Officer (“CEO”) and a director of Harborside, effective immediately.
Pursuant to the terms of the definitive agreement announced on November 29, 2021, Harborside acquired 100% of the equity interests of Urbn Leaf through the issuance of 60,000,000 subordinate voting shares (“SVS”), and the restructuring and assumption of debt (the “UL Acquisition”).
In addition to acquiring Urbn Leaf, Harborside is also working to complete the previously announced acquisition of LPF JV Corporation (“Loudpack”) (the “Loudpack Acquisition”). Both the UL Acquisition and the Loudpack Acquisition were overwhelmingly approved by Harborside shareholders at a special meeting of shareholders held on February 22, 2022. The Loudpack Acquisition is expected to close on or around March 15, 2022. Harborside will officially be renamed StateHouse Holdings Inc. (“StateHouse”) shortly after the closing of the Loudpack Acquisition (the “Name Change”).
“Today’s milestone gets us one step closer to the creation of StateHouse, a new leader in California’s cannabis sector,” said Matthew Hawkins, Chairman of the board of directors (the “Board”) and previously interim CEO of Harborside. “We are grateful to the entire Urbn Leaf team that worked with us to finalize this transaction, including its seasoned CEO, Ed Schmults, who has been appointed as CEO and a director of Harborside.”
“This sets a strong course forward as we navigate a competitive and evolving cannabis market in California,” said Mr. Schmults. “The combined assets of Urbn Leaf and Harborside provide an excellent opportunity for shareholders, and set the stage for the addition of Loudpack. We believe that StateHouse will be one of the largest and most sophisticated cannabis platforms in the state of California with superior retail, brands, processing, manufacturing, distribution and cultivation. This is a resilient platform for growth as a consolidator of California’s cannabis industry and supports enhanced career and business opportunities for everyone in the StateHouse ecosystem.”
The appointment of Ed Schmults to the Board fills a vacancy created by the previously announced resignation of Alexander Norman. Mr. Schmults has more than 30 years of experience in global branded consumer products, omnichannel retail, product development, finance, operations, IT, and green and socially responsible businesses. He held CEO roles at FAO Schwarz and Wild Things Gear, and COO roles at Patagonia and Red Envelope, following a position in investment banking at Goldman, Sachs & Company.
Harborside also announced that Will Senn has been appointed Chief Corporate Development Officer of the Company. Mr.Senn, who was named one of the top 100 most influential people in the cannabis industry by High Times, founded Urbn Leaf in 2017 and has been involved in several cannabis ventures over the last 16 years. He also created a number of successful industry trade associations, including the United Medical Marijuana Coalition, Patient Care Association and the Global Alliance for Cannabis Commerce.
Concurrent with the closing of the UL Acquisition, the Company entered into lock-up agreements with certain shareholders of Urbn Leaf (the “Urbn Leaf Locked-Up Shareholders”) in respect of the SVS received by such shareholders (the “Urbn Leaf Lock-Up Agreements”). Pursuant to the Urbn Leaf Lock-Up Agreements, the Urbn Leaf Locked-Up Shareholders have agreed not to sell, assign or otherwise transfer the SVS received. The restrictions lapse in three installments, with each one-third of the SVS released from the restrictions six months, 12 months and 18 months from today, respectively.
ATB Capital Markets Inc. and Stoic-Solidum Advisory acted as financial advisors to Harborside. Aird & Berlis LLP and Cassels Brock & Blackwell LLP acted as Canadian legal counsel and Duane Morris LLP acted as United States legal counsel to Harborside. PI Financial provided a fairness opinion on the UL Acquisition to Harborside. PGP Capital Advisors, LLC acted as financial advisor and Burns & Levinson LLP acted as United States legal counsel to Urbn Leaf.
