Planet 13 Holdings Inc. (“Planet 13” or the “Company“) (CSE:≈)(OTCQX:PLNHF) and Next Green Wave Holdings Inc. (“Next Green Wave” or “NGW“) are pleased to announce the completion today of the previously announcedarrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (the “BCBCA”), pursuant to which Planet 13 acquired all of the issued and outstanding common shares of Next Green Wave. The Arrangement was overwhelmingly approved by NGW shareholders in accordance with the requirements of the BCBCA at a special meeting of NGW shareholders held on February 25, 2022 (the “NGW Meeting“), and was subsequently approved by the Supreme Court of British Columbia on March 1, 2022.
Key Transaction Highlights and Benefits
- Increase vertical integration – cultivation and production will serve as the backbone of Planet 13’s operations in the California market.
- Brand and product extension – enables Planet 13 to expand its popular brand portfolio into California.
- Experienced management – adds an experienced management and cultivation team to run Planet 13’s California operations.
- Platform for expansion – enables Planet 13 to continue to add retail in California to generate economies of scale.
“The closing of this transaction significantly improves our position in California. It empowers us to improve margins through vertical integration at our store, enter the wholesale market with our portfolio of award-winning products, and gives us an experienced management team and foundation to continue to expand in California,” said Larry Scheffler, Co-CEO of Planet 13. “I’d like to thank the team at Planet 13 and Next Green Wave for their hard work getting this transaction closed and the start they’ve made on integration. We’ve been incredibly impressed with the quality of cultivation and look forward to continued expansion.”
Transaction Details
Pursuant to the terms of the Arrangement, each NGW common share (“NGW Share”) has been exchanged for 0.1145 of one Planet 13 common share (“Planet 13 Share”) (the “Exchange Ratio”) and $0.0001 in cash. Registered NGW shareholders should follow the instructions in the NGW management information circular dated January 24, 2022 (the “NGW Circular”) in order to obtain the DRS statement(s) and/or certificate(s) representing their Planet 13 Shares and a cheque for the cash consideration due to them under the Arrangement. In completing the acquisition, Planet 13 has issued 21,361,002 Planet 13 Shares to former NGW shareholders. In addition, each NGW option has been exchanged for replacement Planet 13 options that entitle the holders to receive, upon exercise thereof, Planet 13 Shares based upon the Exchange Ratio.
It is expected that the NGW Shares will be delisted from the Canadian Securities Exchange (“CSE”) at the close of business on or about March 2, 2022 and NGW intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
Pursuant to the letter of transmittal mailed to registered NGW shareholders as part of the materials in connection with the NGW Meeting, in order to receive the portion of the Planet 13 Shares to which they are entitled, registered NGW shareholders are required to deposit their share certificate(s) or DRS statements representing their NGW shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary under the Arrangement. NGW shareholders whose NGW shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their NGW shares.
Following completion of the Arrangement, Planet 13 has beneficial ownership and control over 100% of the issued and outstanding NGW Shares. An early warning report will be filed by Planet 13 with applicable Canadian securities regulatory authorities. The early warning report may also be obtained by contacting Robert Groesbeck and/or Larry Scheffler at (702) 815-1313, or through an email request made to ir@planet13lasvegas.com.
The head office of Planet 13 is located at 2548 West Desert Inn Road, Las Vegas, Nevada 89109. The head office of NGW is located at Suite 300 – 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9.
Former Next Green Wave shareholders who are not exempt from Canadian income tax may wish to make a joint tax election with Planet 13 in order to defer some or all of the tax that may result from this transaction. Such shareholders should consult pages 66 to 68 of the NGW Circular for more information regarding the timelines and procedure for making the election. NGW shareholders are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.
