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Randsburg International Gold Corp. Announces Proposed Reverse Takeover by Cresco Labs, LLC
VANCOUVER, British Columbia and CHICAGO, Oct. 10, 2018 (GLOBE NEWSWIRE) — Randsburg International Gold Corp. [NEX: RGZ.H] (“Randsburg” or the “Company”) announced that, on October 9, 2018, it entered into a binding letter agreement (the “Letter Agreement”) with leading Chicago-based cannabis company Cresco Labs, LLC (“Cresco”). The Letter Agreement outlines the proposed terms and conditions pursuant to which Randsburg and Cresco will effect a business combination that will result in a reverse takeover of Randsburg by the securityholders of Cresco (the “Proposed Transaction”). The Letter Agreement was negotiated at arm’s length.
Cresco Labs is one of the largest cannabis companies in the United States with operations in Illinois, Ohio, Pennsylvania, Nevada, California and Arizona. Cresco is compliance focused, vertically integrated from seed to sale, and dedicated to operational excellence, product development and consumer education. With a full suite of consistently-dosed brands, Cresco plans to expand its presence in both adult-use and medically-focused legal markets across the country.
The Canadian market has been very supportive of U.S.-based cannabis companies, and we look forward to having expanded access to capital that will help us accelerate our strategic growth plan. We believe Cresco Labs has a compelling investment story for institutional and retail investors looking to participate in the dynamic growth of the cannabis industry.
Terms of the Transaction
The Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect, with Randsburg directly or indirectly acquiring all outstanding securities of Cresco. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Randsburg and Cresco.
Completion of the Proposed Transaction is subject to a number of conditions, which include receipt of all necessary securityholder and regulatory approvals, the execution of definitive transaction documents, and conditional approval of the listing of the common shares of the resulting issuer (the “Resulting Issuer Shares”) on the Canadian Securities Exchange (the “CSE”).
Cresco recently announced the completion of a private placement of Class F units for gross proceeds of US$100 million. Beacon Securities led the Canadian portion of the financing as sole agent and lead bookrunner.
In connection with the Proposed Transaction, the Company will be required to, among other things: (i) change its name to Cresco Labs Inc. or such other name acceptable to applicable regulatory authorities; (ii) consolidate its outstanding common shares such that the shareholders of the Company retain an aggregate of C$2.2 million in Resulting Issuer Shares; (iii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of Cresco; and (iv) create a new class of non-participating super voting shares that would be issued to certain principals of Cresco under the Proposed Transaction. A special meeting of Randsburg shareholders to approve these and other matters relating to the Proposed Transaction has been scheduled for November 14, 2018, with further details to follow in a management information circular.
Further details of the Proposed Transaction and the business and operations of Cresco (including applicable financial statements) will be included in a listing statement to be prepared and filed with the CSE, and in subsequent news releases and other public filings. Closing of the Proposed Transaction is expected to take place in the fourth quarter of 2018. The common shares of the Company will remain halted until all necessary filings have been accepted by applicable regulatory authorities.
About Cresco Labs, LLC:
Cresco Labs, LLC, based in Chicago, is a leading U. S. cannabis company and operates in six states. The company provides a full suite of consistently dosed products including flower, edibles, vape pens/cartridges and multiple forms of extracts under the brand names of Cresco, Remedi, Reserve and Mindy’s Edibles, an infused edible line with James Beard Award-winning chef Mindy Segal. These products cater to all consumers, from the novice to the connoisseur, and from the medically-minded to the recreational user. Cresco’s mission is to educate consumers, while eliminating the stigma associated with cannabis use.
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