This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
LONDON, March 9, 2021 /CNW/ - Mr. Roger Jenkins confirms ownership of securities of Harborside Inc. (the "Issuer") following closing of the Issuer's previously announced upsized brokered private placement of units (the "Private Placement").
As a result of the Issuer's reverse takeover (the "RTO Transaction") of FLRish, Inc. (d/b/a Harborside) ("FLRish") completed on May 30, 2019 pursuant to the terms of a merger agreement (the "Merger Agreement") dated February 8, 2019, as amended on April 17, 2019, among the Issuer, FLRish and Lineage Merger Sub Inc., shares of FLRish were exchanged for subordinate voting shares of the Issuer ("Subordinate Voting Shares") or multiple voting shares of the Issuer ("Multiple Voting Shares"). Each Multiple Voting Share entitles the holder thereof to convert such Multiple Voting Share into 100 Subordinate Voting Shares at any time for no additional consideration, subject to certain conditions. In addition, outstanding options ("Options") and warrants ("Warrants") to purchase shares of FLRish became exercisable to purchase Subordinate Voting Shares of the Issuer.
On completion of the RTO Transaction, (i) Mr. Jenkins received 35,550 Subordinate Voting Shares in exchange for shares of FLRish held by Mr. Jenkins, (ii) Linnaeus Management Services, LLC ("LMS") received 111,566.26 Multiple Voting Shares in exchange for shares of FLRish held by LMS, (iii) Murray Field & Company LLC ("MFC") received 2,409.63 Multiple Voting Shares in exchange for shares of FLRish held by MFC, (iv) Options held by Mr. Jenkins to purchase shares of FLRish became exercisable to purchase an aggregate of 250,512 Subordinate Voting Shares, and (v) Warrants held by Mr. Jenkins to purchase shares of FLRish became exercisable to purchase an aggregate of 35,550 Subordinate Voting Shares, all pursuant to the terms of the Merger Agreement. Mr. Jenkins exercises control and direction over securities held by LMS and MFC.
As a result of the RTO Transaction, Mr. Jenkins holds or has control and direction over 35,550 Subordinate Voting Shares, 113,975.89 Multiple Voting Shares, Options to acquire up to 250,512 Subordinate Voting Shares, and Warrants to acquire up to 35,550 Subordinate Voting Shares, representing approximately 43.79% of the issued and outstanding Multiple Voting Shares and 0.11% of the Subordinate Voting Shares, or 26.53% of the Subordinate Voting Shares on a partially diluted basis (assuming the exercise of all of the Options and Warrants held by Mr. Jenkins and conversion of all of the Multiple Voting Shares held by LMS and MFC into Subordinate Voting Shares, and that no other securities, including those convertible into, or exercisable for, the Issuer's securities, are issued, converted or exercised) as of the date hereof. Prior to the closing of the RTO Transaction, Mr. Jenkins did not hold any securities of the Issuer. Mr. Jenkins did not acquire any additional securities under the Private Placement.
Each of LMS and MFC may be considered a "joint actor" (as such term is defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) of Mr. Jenkins.
The securities referred to above were acquired for investment purposes and Mr. Jenkins and/or one or more of its affiliates or joint actors may, depending on market and other conditions, increase or decrease its ownership of Multiple Voting Shares, Subordinate Voting Shares or other securities of the Issuer whether in the open market, by privately negotiated agreement or otherwise.
The Issuer is located at 2100 Embarcadero, Suite 202, Oakland, California, 94606 USA. Mr. Jenkins is located at 236 Grays Inn Road, London WC1X 8HL, England. A copy of the early warning report to which this news release relates can be obtained from Mr. Jenkins +44 755 787 7928 or on the SEDAR profile of the Issuer at www.sedar.com.
SOURCE Harborside Inc.