|Date Announced:||July 09, 2018|
|Date Closed:||November 30, 2018|
|Client Name:||Baker Technologies, Inc.|
On July 9, 2018, Baker Technologies, Inc. ("Baker"), Briteside Holdings, LLC ("Briteside"), Santé Veritas Holdings Inc. ("Santé Veritas") and Sea Hunter Therapeutics, LLC ("Sea Hunter") entered into a definitive business combination agreement pursuant to which the companies will combine (the "Business Combination"). The combined company will operate under the name TILT Holdings, Inc. ("TILT").
Following completion of the Business Combination, it is anticipated that former shareholders, members and securityholders of Baker, Briteside, Santé Veritas and Sea Hunter will own approximately 15.59%, 24.43%, 15.00% and 44.98% 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.