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Santé Veritas Therapeutics Inc. Completes Reverse Take-Over of Santé Veritas Holdings Inc.

Published: 04/24/2018

Team: Cameron A. Mingay, Gregory Hogan, Jackson Phillips, Rowan Groenewald

On April 24, 2018 Santé Veritas Holdings Inc. ("SVH") (formerly Marchwell Ventures Ltd.), Santé Veritas Therapeutics Inc. ("SVT") and 1148607 B.C. Ltd. ("Marchwell Subco") completed a business combination (the “Business Combination”) resulting in the reverse take-over of SVH by SVT, creating a medical and adult-use cannabis cultivation company. Prior to the closing of the Business Combination, SVH consolidated its common shares on the basis of one post-consolidation common share (each, a "New SVH Share") for each three existing common shares and changed its name from Marchwell Ventures Ltd. to Santé Veritas Holdings Inc.

The Business Combination was completed by way of a three cornered amalgamation (the "Amalgamation"), pursuant to which Marchwell Subco, a wholly-owned subsidiary of SVH, amalgamated with SVT to form a new company which now owns SVT's assets as a wholly-owned subsidiary of SVH. Upon the Amalgamation, SVH acquired all of the issued and outstanding shares of SVT and issued to SVT shareholders one New SVH Share in exchange for each common share of SVT held.

SVH received conditional approval to list the New SVH Shares on the Canadian Securities Exchange on March 29, 2018 and the New SVH Shares began trading on the CSE on May 10, 2018 under the symbol “SV”.

Cassels Brock acted for SVT with a deal team that included Cam Mingay, Greg Hogan, Jackson Phillips and Rowan Groenewald (Securities and Cannabis).