On July 9, 2018, Santé Veritas Holdings Inc., Baker Technologies, Inc., Briteside Holdings, LLCand Sea Hunter Therapeutics, LLC entered into a definitive business combination agreement pursuant to which these companies will combine. It is anticipated that the combined company will operate under the name TILT Holdings, Inc.
Following completion of the business combination, it is expected that former shareholders, members, and securityholders of Baker, Briteside, Sea Hunter and Santé Veritas will own approximately 15.59%, 24.43%, 44.98% and 15.00%, of TILT, respectively. The business combination will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of at least two-thirds of the votes cast by the shareholders of TILT (which at such time, will effectively be the shareholders of Baker, members of Briteside, and Sea Hunter Holdings, LLC), and at least two-thirds of the votes cast by the shareholders of Santé Veritas.
Cassels is acting for Santé Veritas.