On October 1, 2018, MediPharm Labs Corp. (formerly POCML 4 Inc.) (TSXV: LABS) (“MediPharm Labs” or the “Company”) completed its business combination with MediPharm Labs Inc. (the “Target”), which resulted in a reverse take-over (“RTO”) of the Company by the shareholders of the Target and constituted the “Qualifying Transaction” of the Company as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”). On October 4, 2018, the shares of MediPharm Labs began trading on the TSXV under the ticker symbol “LABS.”
Prior to the completion of the RTO, the Target completed a brokered private placement (the “Financing”) of 2,070,568 units (the “Units”) at a price of $10.778 per Unit for aggregate gross proceeds of approximately $22.3 million. Each Unit consisted of one class A common share of the Target and one half of one share purchase warrant. Each whole warrant entitles the holder thereof to acquire an additional class A common share at a price of $15.216 until the date that is 24 months following the completion of the RTO.
The Financing consisted of brokered and non-brokered tranches, with the brokered tranche being co-lead by Canaccord Genuity Corp. and PowerOne Capital Markets Limited (the “Agents”). In connection with the RTO, all securities issued and issuable in connection with the Financing were exchanged for, or became exercisable to acquire (at a proportionately adjusted exercise price), equivalent securities of the Company based on an exchange ratio of 12.68 securities of the Company for each one security of the Target.
MediPharm Labs is research-driven and focused on downstream secondary extraction methodology, distillation, and cannabinoid isolation and purification. MediPharm Labs, through its subsidiary, provides B2B contract processing of cannabis to Canadian authorized licensed producers and appropriate international growers, supplying integrity-assured cannabis oil to qualified companies for sale under their own brand. In addition, MediPharm Labs will supply raw materials, formulations, processing and packaging for the creation of ready-to-sell advanced derivative products. Through its Australian subsidiary, MediPharm Labs has also completed its application process with the federal Office of Drug Control to extract and import medical cannabis products in Australia.
Aird & Berlis LLP represented MediPharm Labs with a team comprised of Melanie Cole, Daniel Everall and Amy Marcen-Gaudaur (capital markets).
Cassels Brock & Blackwell LLP represented POCML 4 Inc. with a team comprised of Jay Goldman, Jennifer Campbell, Lindsay Clements and Michael Alvaro (corporate and securities); and represented the Agents in the Financing with a deal team that included Jay Goldman, Jennifer Campbell and Michael Alvaro (corporate and securities).