Captor Acquisition Corp. Acquires Shares Redeemable for Class B Subordinate Voting Shares of MedMen Enterprises Inc.
TORONTO, May 30, 2018 -- On May 28, 2018
MedMen Enterprises Inc. (formerly Ladera Ventures Corp.) (the “Issuer”), located at 10115 Jefferson Blvd, Culver City, CA 90232, and MM Enterprises USA, LLC (the “LLC”) completed their previously announced business combination (the “Business Combination”), creating a U.S. based medical and adult use cannabis company listed on the Canadian Securities Exchange.
Captor Acquisition Corp. (the “Acquiror”), a subsidiary of Captor Capital Corp. (“Captor”) located at Toronto, Ontario, announced today that in connection with the Business Combination it acquired 7,991,251 ($32M) Class B Common Shares (“Class B Shares”) of MM Can USA, Inc. (“PC Corp”), a subsidiary of the Issuer, pursuant to a contribution by the Acquiror of the same number of units of the LLC in exchange for such Class B Shares (the “Acquired Shares”).
Pursuant to the articles of incorporation of PC Corp, Captor may, from time to time, exchange its Class B Common Shares for Class B Subordinate Voting Shares of Issuer on a one-for-one basis (the “Subordinate Voting Shares”).
To Captor’s knowledge, the Acquired Shares represents ownership and control of approximately 1.7% of the Issuer’s Subordinate Voting Shares based on 464,167,789 Subordinate Voting Shares issued and outstanding on a fully diluted basis (which assumes the exchange of all outstanding Class B Common Shares for Subordinate Voting Shares).
However, on the date the Business Combination was completed and prior to the exchange of any of the Class B Common Shares for Subordinate Voting Shares, to Captor’s knowledge, the Acquired Shares represented ownership and control of approximately 22% of the Issuer's issued and outstanding Subordinate Voting Shares on the basis of 28,775,175 issued and outstanding Subordinate Voting Shares on a partially-diluted basis. The Acquiror does not currently own or control any Subordinate Voting Shares nor, other than the Acquired Shares, any right or option to acquire Subordinate Voting Shares.
The Class B Shares were acquired by the Acquiror for investment purposes. The Acquiror may from time to time acquire additional shares or other securities of the Issuer, dispose of some or all of the existing Class B Common Shares or the Subordinate Voting Shares exchangeable therefor or additional Subordinate Voting Shares or other securities of the Issuer, or continue to hold Class B Common Shares, Subordinate Voting Shares or other securities in the normal course of its investment activities.
For further information, please contact Gavin Davidson, Communications Captor Capital Corp. 705.446.6630 gavin@captorcapital.com
