Terra Nova Resources Inc. has received conditional approval from the Canadian Securities Exchange (the “CSE”) for the proposed fundamental change involving the acquisition of WellteQ Limited (“WellteQ”) and CBDS Health Inc. (“CBDS”) as previously announced, and the listing of the resulting issuer’s common shares upon completion of the proposed fundamental change. In addition, in anticipation of the completion of the acquisitions of WellteQ and CBDS, the Company’s board of directors has approved the consolidation of all of its issued and outstanding common shares on the basis of 0.3 post-consolidation common shares for every one (1) pre-consolidation common share (the “Consolidation”) and the change of the Company’s to “WellteQ Digital Health Inc.” (the “Name Change”). It is anticipated that the Consolidation will become effective March 5, 2021. Trading in the Company’s securities will remain halted subject to completion of the remaining conditions required for listing, including completion of the Transaction (as defined below), and final listing approval by the CSE.
Acquisition of WellteQ Limited and CBDS Health Inc.
As previously announced in the Company’s news release of August 12, 2020, the Company will complete the proposed acquisition of WellteQ by means of an off market takeover effected under the laws of Australia (the “WellteQ Acquisition”). The Company will complete the proposed acquisition of CBDS by means of a three cornered amalgamation among the Company, 1259724 B.C. Ltd., the Company’s wholly owned subsidiary created for the purpose of completing the CBDS Acquisition (“Newco”), and CBDS, effected pursuant to the laws of British Columbia (the “CBDS Amalgamation”, and together with the WellteQ Acquisition, the “Transaction”). To complete the WellteQ Acquisition, the Company will issue to the former shareholders of WellteQ a total of 31,778,500 post-Consolidation common shares. To complete the CBDS Amalgamation, the Company anticipates issuing a total of 32,145,069 post-Consolidation common shares. Additional details regarding the Transaction and the concurrent financing of subscription receipts of the Company and Newco completed in connection with the Transaction are provided in the Company’s news releases of August 12, 2020 and October 30, 2020.
Share Consolidation and Name Change.
The Company’s board of directors has approved the consolidation of the Company’s issued and outstanding common shares on the basis of 0.3 post-consolidation shares for every one (1) pre-consolidation share.
As of the date of this news release, the Company has 28,844,245 common shares issued and outstanding. It is expected that, upon completion of the Consolidation, and prior to completion of the Transaction, there will be approximately 8,653,274 post-consolidation common shares issued and outstanding, not including rounding for any fractional amounts resulting from the Consolidation. The exercise price and number of common shares issuable upon the exercise of the Company’s outstanding options and warrants will be proportionally adjusted upon completion of the Consolidation in accordance with the terms thereof.
The Consolidation will be completed by way of “pushout”, without a letter of transmittal. Upon completion of the Consolidation, all pre-Consolidation share certificates will be considered null and void and the Company’s shareholders of record will receive Direct Registration Advice (DRS) statements with respect to the number of post-Consolidation shares held by such shareholders of record. Shareholders holding shares through brokers, banks or other intermediaries should consult with their broker, bank or other intermediary with respect to their post-Consolidation shareholdings.
Pursuant to the provisions of the Business Corporations Act (British Columbia) and the articles of the Company, shareholder approval for the Consolidation and the Name Change is not required, and the Company is not seeking shareholder approval for the Consolidation or the Name Change.
Trading in the Company’s common shares will remain halted pending satisfaction of the remaining conditions required for listing, including completion of the Transaction (as defined below), and final listing approval by the CSE. It is anticipated that, upon the resumption of trading, the Company’s common shares will trade on a post-Consolidation basis under the symbol “WTEQ”.
The Company will issue an additional news release upon receiving final approval from the CSE.