ACME Resources Announces Filing of Final Non-Offering Prospectus
Newsfile Corp.
Updated
Toronto, Ontario--(Newsfile Corp. - December 6, 2018) - ACME Resources Corp. ("ACME" or the "Corporation") is pleased to announce that it has received a receipt from the Ontario Securities Commission for the filing of its final non-offering long form prospectus. A copy of the prospectus is available under the Corporation's profile on SEDAR (www.sedar.com). The Corporation is also pleased to announce that the Canadian Securities Exchange (the "CSE") has conditionally approved the listing of the Corporation's common shares ("Common Shares") under the symbol "DOSE". Listing of the Common Shares is subject to the satisfaction of certain customary conditions, including the receipt by the CSE of all final documentation.
The prospectus includes current information about the Corporation as well as information about its proposed reverse take-over transaction (the "Transaction") with Rapid Dose Therapeutics Inc. ("RDT"). As announced in the Corporation's press release of July 12, 2018, ACME entered into an Amended and Restated Amalgamation Agreement (the "Amalgamation Agreement") as of July 11, 2018 to acquire 100% of the issued share capital of RDT payable by the issuance of approximately 64,841,200 Common Shares of ACME.
About RDT
RDT is a private Canadian bio-technology company which provides proprietary enhanced drug delivery technologies designed to improve patient outcomes. RDT owns a proprietary oral fast-dissolving drug delivery system, QuickStrip™, which is capable of rapidly releasing into the blood stream a list of pharmaceuticals, emulsified oils and over-the-counter medicines without being degraded or modified by first pass metabolism in the liver. RDT also provides product innovation, production and consultation to the pharmaceutical and healthcare manufacturing industry.
RDT currently has 64,841,200 common shares (each a "RDT Share") and 840,000 warrants (each a "RDT Warrant") outstanding. Each RDT Warrant entitles the holder to acquire one RDT Share at an exercise price of $0.75 at any time within five months after the RDT Shares are listed for trading on the CSE or other Canadian stock exchange.
The Amalgamation Transaction
In connection with the Amalgamation Agreement, the Corporation will issue, and each holder of RDT Shares will receive, one Common Share in exchange for each RDT Share held immediately prior to the amalgamation and the Corporation will issue, and each holder of the 840,000 outstanding RDT Warrants will receive, one warrant (each an "ACME Warrant") in exchange for each RDT Warrant held immediately prior to the amalgamation, each such ACME Warrant having identical terms as the RDT Warrants in respect of exercise price, expiry date and all other material terms and conditions. A copy of the Amalgamation Agreement has been filed on SEDAR.
On completion of the Transaction, ACME will assume RDT's obligation to pay a corporate finance fee (payable by the issuance of Common Shares) to an arm's length party equal to 7% of the total number of Common Shares issued and outstanding on completion of the Transaction. The Common Shares issuable for such fee will be subject to a regulatory hold period expiring four months plus one day after the date on which they are issued.
The Resulting Issuer
Upon closing of the Transaction, the Corporation will have approximately 75,021,327 Common Shares issued and outstanding of which approximately 7% will be held by the existing ACME shareholders, and approximately 86% will be held by the former RDT shareholders. The Corporation will also have 840,000 ACME Warrants outstanding.
Following completion of the Transaction, the name of the Corporation will be changed to "Rapid Dose Therapeutics Corp." or another name acceptable to RDT and the Corporation. As well, management and the board of directors of the Corporation will transition to better reflect RDT's management and board as follows:
Mark Upsdell
President, Chief Executive Officer and a director
Jason Lewis
Senior Vice-President Business Development and a director
Lino Fera
Chief Financial Officer
Brian Howlett
Director
Kenneth Fox
Director
On completion of the Transaction, 51,906,140 Common Shares issued by the Corporation in exchange for that number of RDT Shares will be placed in escrow for release commencing on the day on which the Common Shares first start trading on the CSE (the "Escrow Commencement Date") as follows:
(a) 5% (2,595,307 Common Shares) on the Escrow Commencement Date; (b) 5% (2,595,307 Common Shares) 6 months after the Escrow Commencement Date; (c) 5% (2,595,307 Common Shares) 12 months after the Escrow Commencement Date; (d) 5% (2,590,307 Common Shares) 18 months after the Escrow Commencement Date; (e) 15% (7,785,921 Common Shares) 24 months after the Escrow Commencement Date; (f) 15% (7,785,921 Common Shares) 30 months after the Escrow Commencement Date; and (g) 50% (25,953,070 Common Shares) 36 months after the Escrow Commencement Date.
For further information see ACME's profile at www.sedar.com or contact:
Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the Transaction, the receipt of necessary approvals for the Transaction, and completion of the Transaction, certain anticipated corporate changes resulting from the Transaction and future opportunities for the Corporation.
Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: the conditions to the consummation of the Transactionmay not be satisfied or waived; risks relating to the failure to obtain necessary regulatory approvals for the Transaction; the filing of documentation relating to the Transaction may not be completed on a timely basis; the anticipated strategic, operational and competitive benefits may not be realized; the Transaction may be modified, restructured or terminated; events or series of events may cause business interruptions; the Corporation's ability to raise additional capital; and the availability of equity and debt financing and/or refinancing on acceptable terms.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
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