New Leaf Ventures To Acquire High Profile

New Leaf Ventures Inc. NLVVF NLV has entered into an amalgamation agreement with High Profile Holdings Corp., pursuant to which New Leaf has agreed to acquire all of the issued and outstanding common shares of High Profile by way of a statutory three-cornered amalgamation.

Transaction Highlights

• New Leaf will issue 0.052548929 of a common share for each issued and outstanding common share of High Profile, and the common shares of High Profile will be cancelled, resulting in the issuance of approximately 10 million common shares as total transaction consideration.

• High Profile will amalgamate with a wholly-owned subsidiary of New Leaf under the Business Corporations Act (British Columbia) and the amalgamated entity will continue as a wholly-owned subsidiary of New Leaf under the name “High Profile Holdings Cannabis Corp.”.

• The common shares issued to the former High Profile shareholders will be subject to a 24-month lock-up schedule, with 10% released from lock-up on closing of the acquisition, 15% released six months from closing, 20% released 12 months from closing, 25% released 18 months from closing and the remaining 30% released 24 months from closing.

• Outstanding share purchase warrants of High Profile will remain outstanding on closing and will remain exercisable to acquire common shares in accordance with their adjustment provisions.

• High Profile will be entitled to nominate one director for appointment to the New Leaf board of directors, subject to approval of the Canadian Securities Exchange.

Completion of the acquisition is subject to shareholder approval for the acquisition by the shareholders of High Profile, as well as receipt of regulatory approvals and other customary closing conditions. High Profile is expected to hold a shareholder meeting to seek approval for the acquisition in early January, 2023.

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