On June 12, 2018, Green Thumb Industries Inc. (formerly Bayswater Uranium Corporation) (the “Company”), completed a business combination (the “Business Combination”) with US-based VCP23, LLC (“VCP”) that resulted in the reverse take-over of the Company by VCP and its securityholders. The Business Combination was structured as a series of transactions, including a Canadian three-cornered amalgamation transaction and a series of U.S. reorganization steps.
Prior to the completion of the Business Combination, VCP completed, through a special purpose corporation, a brokered and non-brokered subscription receipt financing at a price of C$7.75 per subscription receipt for aggregate gross proceeds of approximately C$87 million. As part of closing the Business Combination, the investors in the financing received Subordinate Voting Shares of the Company (the “Subordinate Voting Shares”) on an economically equivalent basis. The brokered financing was co-led by GMP Securities L.P. and Canaccord Genuity Corp., with a syndicate that included Beacon Securities Limited, Echelon Wealth Partners Inc., and Eight Capital Corp.
The Subordinate Voting Shares began trading on the Canadian Securities Exchange on June 13, 2018 under the symbol “GTII” with a market capitalization of over C$1 billion.
Cassels Brock served as counsel to VCP regarding the financing, business combination and the listing on the CSE with a deal team that included John Vettese, Sean Maniaci, Frank DeLuca, Pamela Hojilla, James Lyle (Cannabis & Securities) and James Morand (Tax).