Australis Capital (AUSA) entered into an agreement and plan of merger with Folium Biosciences on December 10, 2019. The proposed transaction will be completed by way of a merger. Upon completion of the proposed transaction, AUSA will be rebranded as Folium Biosciences and will carry on the current business of Folium.
The common shares of AUSA were halted from trading on the Canadian Securities Exchange (CSE) effective December 11, 2019, in connection with the Proposed Transaction and are not expected to recommence trading on the CSE until the filing of the management information circular for the associated meeting and the completion of all filings with the CSE.
Folium Biosciences is a leading integrated producer, manufacturer, and distributor of hemp-derived phytocannabinoids in the USA. They own and operate one of the largest phytocannabinoid extraction and purification facilities in the USA. The unique engineering process enables the separation and removal of unwanted compounds while creating the maximum potency level of phytocannabinoids, terpenes, terpenoids, and flavonoids.
Describe the proposed transaction involving Australis Capital Inc. (“AUSA”) and Folium Equity Holding LLC (“Folium”)?
AUSA has entered into an agreement and plan of merger with Folium and Folium Merger Sub, LLC (“Merger Sub”) (a newly formed and wholly-owned Colorado subsidiary of AUSA) pursuant to which AUSA will acquire (the “Proposed Transaction”) all of the outstanding membership units of Folium.
The Proposed Transaction will be completed by way of a merger between Folium and Merger Sub. Folium will become a wholly-owned subsidiary of AUSA upon completion of the Proposed Transaction. Prior to the closing of the Proposed Transaction, AUSA is expected to complete a consolidation of its common shares and re-domesticate under the laws of the State of Delaware.
A copy of the agreement and plan of merger will be available under Australis’ profile at www.sedar.com.
What are the conditions to the completion of the Proposed Transaction?
The completion of the Proposed Transaction remains subject to a number of terms and conditions customary for transactions of this nature, including approval of the Canadian Securities Exchange (the “CSE”), the approval of AUSA shareholders and Folium members, completion of the audit of Folium’s financial statements, and receipt of all other consents and regulatory approvals required in connection with the Proposed Transaction.
What consideration is being paid by Australis for the Proposed Transaction?
On completion of the Proposed Transaction, the members of Folium will exchange their units for common shares of AUSA such that current shareholders of AUSA will hold approximately 9% of the Australis shares and current members of Folium will hold approximately 91% of the AUSA shares on an undiluted basis, resulting in a reverse takeover of AUSA.
Will Australis shareholders be asked to vote on the Proposed Transaction?
The Proposed Transaction will constitute a fundamental change in accordance with the policies of the Canadian Securities Exchange, and as such, approval of AUSA shareholders will be required.
When will the meeting of Australis shareholders be held?
AUSA will publish a news release announcing the date of the special meeting of Australis shareholders to seek approval of the Proposed Transaction (the “Meeting”).
Tell us more about Folium.
Folium, headquartered in Colorado Springs, Colorado, is a vertically integrated B2B producer, manufacturer, and distributor of hemp-derived non-psychoactive cannabinoids. Built on the core tenants of quality, science, scale, and innovation, Folium controls all aspects of the supply chain from genetics and extraction to bulk and finished products. Folium’s team of scientists, chemists, engineers, and committed professionals deliver the finest hemp-derived non-psychoactive cannabinoids products on earth through a proprietary process, guaranteeing a THC content of 0.00%. Folium was the world’s first Hemp company to be issued a Certificate of Free Sale and a Manufactured Food Establishment License by the Colorado Department of Public Health and Environment and leads the industry in regulatory compliance and governance.
For more information on Folium please visit their website at www.foliumbiosciences.com.
When will the halt be lifted on the trading of Australis’ shares on the CSE?
The common shares of AUSA were halted from trading on the CSE in connection with the Proposed Transaction and are not expected to recommence trading on the CSE until the filing of the information circular for the Meeting and the completion of all filings with the CSE.
Where can I find more information on the Proposed Transaction?
Please see AUSA’s news release dated December 11, 2019, announcing the Proposed Transaction.
AUSA will be filing an information circular in connection with the Meeting which will contain additional information in respect of the Proposed Transaction and Folium and will be available under the AUSA’s profile at www.sedar.com.