Grenadier completes Laguna Blends acquisition
2015-09-21 15:07 ET - News Release
Mr. Stuart Gray reports
LAGUNA BLENDS INC. (FORMERLY GRENADIER RESOURCE CORP.) COMPLETES ACQUISITION OF LAGUNA BLENDS
Laguna Blends Inc. (formerly Grenadier Resource Corp.) has completed the acquisition of all of the issued and outstanding shares of Laguna Blends (USA) Inc. (formerly Laguna Blends Inc.) in exchange for the issuance of shares of the company, as previously announced in its news releases of Jan. 19, 2015, April 8, 2015, April 14, 2015, July 20, 2015, and Sept. 3, 2015. As a result of the Share Exchange, the business of Laguna USA is now the Company's business, and the Company's name was changed to "Laguna Blends Inc." to reflect the change of business. Subject to receipt of final approval of the Canadian Securities Exchange (the "CSE"), the Company expects to shortly resume trading on the CSE. The new trading symbol of the Company will be "LAG".
Pursuant to the Share Exchange, among other things: (i) the Company acquired all of the issued and outstanding shares of Laguna USA, a private company incorporated under the laws of Nevada, and Laguna USA became the wholly-owned subsidiary of the Company; (ii) shareholders of Laguna USA received one common share of the Company (each, a "Consideration Share") for every one common share of Laguna USA; (iii) option and warrant holders of Laguna USA received options and warrants of the Company on equivalent terms as, and in replacement of, all outstanding Laguna USA options and warrants; and (iv) certain officers and directors of the Company resigned and nominees of Laguna USA were appointed as officers and directors of the Company. The Share Exchange was an arm's length transaction.
The Share Exchange was approved in writing by a majority of the Company's shareholders as required by the policies of the CSE. A copy of the Company's listing statement dated August 31, 2015 (the "Listing Statement") containing relevant details of Laguna USA, Laguna USA's business and the Share Exchange is available on SEDAR at www.sedar.com and on the CSE website at www.thecse.com.
Directors and Officers
In connection with the closing of the Share Exchange, Glenn Little resigned as the President, Chief Executive Officer and Chief Financial Officer, but remains as a director of the Company. Jacques Martel and Jon Sherron resigned as directors of the Company. Stuart Gray has been appointed President, Chief Executive Officer, Chief Financial Officer and a director of the Company, Martin Carleton and Rhys Williams were appointed directors of the Company, and Negar Adam was appointed Corporate Secretary of the Company. For further biographical information about the directors and officers, please refer to the Listing Statement. The Company's President and CEO, Stuart Gray commented, "We are very pleased to have completed the share exchange. We appreciate the support of our shareholders as we continue our focus on increasing shareholder value. We look forward to implementing Laguna's business and marketing strategy."
Share Capital
Pursuant to the terms of a share exchange agreement between the Company, Laguna USA and Laguna USA's shareholders dated April 7, 2015, as amended, the Company acquired all of the issued and outstanding common shares of Laguna USA in exchange for the issuance of 27,660,000 Consideration Shares to the shareholders of Laguna USA. In addition, 4,050,000 share purchase warrants and 1,800,000 stock options of the Company were issued to holders of Laguna USA convertible securities.
As a result of the completion of the Share Exchange, the current capitalization of the Company, on both an undiluted and fully diluted basis, is as follows:
Description of Securities Number Shares outstanding prior to completion of Share Exchange 16,854,932 Shares issued to Laguna USA shareholders 27,660,000 Total issued and outstanding shares (undiluted) 44,514,932 Options outstanding prior to completion of Share Exchange 1,850,000 Warrants outstanding prior to completion of Share Exchange 2,449,932 Options granted to Laguna USA optionholders 1,800,000 Warrants granted to Laguna USA warrantholders 4,050,000 Fully diluted share capital 54,664,864
As required under the policies of the CSE, principals of the Company have entered into an escrow agreement as if the Company was subject to the requirements of National Policy 46-201 Escrow for Initial Public Offerings. All of the Consideration Shares held by principals of the Company, being 7,500,000 Consideration Shares, will be released under the following schedule: 10% on September 18, 2016, and six subsequent releases of 15% each every six months thereafter.
Pursuant to the terms of a settlement agreement dated effective May 31, 2015 between Laguna USA and a former consultant, 360,000 shares of Laguna USA (the "Settlement Shares"), were subject to a voluntary escrow whereby 30,000 Settlement Shares are released from escrow each month for twelve months commencing June 1, 2015. The Settlement Shares were exchanged for 360,000 Consideration Shares which will be subject to escrow on the same terms.
The remaining 19,800,000 Consideration Shares are subject to a voluntary pooling agreement and will be released from pooling as follows: the greater of 100% of the securityholder's Consideration Shares or 1,200,000 Consideration Shares on closing of the Share Exchange, and four subsequent releases of 25% of the securityholder's remaining Consideration Shares on the dates that are 18 months, 24 months, 30 months and 36 months after completion of the Share Exchange. Based on this release schedule, 9,350,000 Consideration Shares (21.0% of the Company's common shares after giving effect to the Share Exchange) will be released from pooling on completion of the Share Exchange, followed by four subsequent releases of 2,612,500 common shares (5.9% of the Company's common shares after giving effect to the Share Exchange) on the dates that are 18 months, 24 months, 30 months and 36 months after completion of the Share Exchange.
Secondary Offering
As announced on July 30, 2015 and disclosed in the Company's Listing Statement, the Company is conducting a non-brokered private placement (the "Secondary Offering") of up to 3,571,429 units (each, a "Unit") at a price of $0.28 per Unit for aggregate gross proceeds of up to $1,000,000. Each Unit consists of one common share (a "Share") and one share purchase warrant (a "Warrant"), each Warrant entitling the holder to acquire one additional common share of the Company (a "Warrant Share") at a price of $0.50 per Warrant Share for a period of two years from closing (the "Expiry Date"). The Warrants contain an acceleration provision, such that if the Company's Shares trade at a price of $0.60 or more for 20 consecutive trading days, the Expiry Date will be accelerated. A finder's fee of 8% may be paid to certain finders in connection with the Secondary Offering. The Company anticipates closing the Secondary Offering within the next 45 days.
We seek Safe Harbor.
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