Aldershot Resources Ltd. Announces Details of Rights Offering, Conditional Approval of Change of Business and Sedar Filing of Filing Statement

 

CALGARY, Alberta, Oct. 23, 2018 (GLOBE NEWSWIRE) -- Aldershot Resources Ltd. d.b.a. Solo Growth Corp.™ (the “Company” or “Solo Growth”) (TSXV: ALZ) is pleased to announce that it has set November 15, 2018 (the “Record Date”) as the date of record for the previously announced rights offering (the “Rights Offering”) to the holders of common shares of Solo Growth (“Common Shares”). The Company also announces that the TSX Venture Exchange (“TSXV”) has granted conditional approval regarding the series of transactions which collectively constitute a “Change of Business” such that the Company will transition from a mining company to a retail cannabis company operating retail storefronts under the YSS by Solo (“YSS”) brand. In connection with the Change of Business, the Company has filed a filing statement dated October 22, 2018 (the “Filing Statement”) under Solo Growth’s profile on SEDAR at www.sedar.com.

Summary Requirements for Participation in the Rights Offering:

• Participants must be Canadian residents and be shareholders of record on the Record Date, which is November 15, 2018 (an “Eligible Holder”).  In order to participate, you must purchase Common Shares on or before November 13, 2018 so the trades have time to settle. 
• Eligible Holders will receive, for every Common Share held, one transferable right (a “Right”), and, for every four Rights held, you are entitled to purchase one new Common Share at a price of $0.05 per Common Share.  
• Participants must exercise their Rights prior to expiry at 4:00pm (Calgary time) on December 17, 2018 (the “Expiry Date”). It is expected that certificates representing Common Shares purchased under the Rights Offering will be delivered shortly after the Expiry Date. 
• Shareholders who hold their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker (also called beneficial holders), will receive materials and instructions regarding the Rights Offering directly from their intermediary.

Details of the Rights Offering

Under the Rights Offering, each Eligible Holder of Common Shares on the Record Date that is a resident in any province or territory of Canada (the “Eligible Jurisdictions”) will receive one Right for every Common Share held. Every four Rights will entitle the holder to purchase one Common Share until the Rights expire at 4:00 p.m. (Calgary time) on December 17, 2018 (the “Expiry Date”).  In the case of a holder who is a director or officer of the Company or is identified by such persons, every four Rights will entitle the holder to purchase one unit (a “Unit”) at a price of $0.05. 

There is no additional subscription privilege and no standby commitment in respect of the Rights Offering. The completion of the Rights Offering is not subject to Solo Growth receiving any minimum amount of subscriptions from Eligible Holders.

The Rights Offering will be made in the Eligible Jurisdictions and in such other jurisdictions where Solo Growth is eligible to make such offerings. Details of the Rights Offering are described in the rights offering circular (the “Rights Offering Circular”), which will be filed on the Company’s profile on the SEDAR website as soon as practicable following the Record Date.

Each Unit will be comprised of one Common Share and one performance-based Common Share purchase warrant (each, a “Performance Warrant”). Each Performance Warrant will entitle the holder to purchase one Common Share at a price of $0.05 for a period of five years. In the event the Market Price equals or exceeds $0.175, each Performance Warrant shall be exercisable for 1.5 Common Shares, provided that, at the time of exercise in respect of the additional 0.5 of a Common Share per Performance Warrant (the “Performance Incentive”), either: (i) the Common Shares are listed on the facilities of a recognized stock exchange (other than the TSXV); or (ii) the Common Shares are acquired for cash or for the securities of a company listed on a recognized stock exchange (other than the TSXV).

The Company has applied to receive conditional approval from the TSXV for posting and listing the Rights and the Common Shares issuable thereunder (including Common Shares issuable upon exercise of the Performance Warrants), subject to the Company satisfying certain conditions pursuant to the policies of the TSXV. The Performance Warrants will not be listed on the facilities of the TSXV. 

Subject to the receipt of approval from the TSXV, the Common Shares are expected to commence trading on the TSXV on an ex-Rights basis at the opening of business on November 14, 2018. This means that Common Shares purchased on or following November 14, 2018 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a “when issued” basis on the TSXV under the symbol “ALZ.RT”. Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.

The Rights Offering notice and related materials will be delivered to all shareholders of the Company as of the Record Date.  All shareholders of the Company as of the Record Date will be offered Rights, including shareholders who subscribed in the previously announced non-brokered private placement that closed on June 28, 2018 (the “Private Placement”).  Accordingly, assuming no additional Common Shares are issued in advance of the Record Date, up to 142,261,783 Common Shares and up to 29,420,000 Performance Warrants will be subscribed for under the Rights Offering. The Company will raise gross proceeds of up to approximately $7.1 million pursuant to the sale of Common Shares and Performance Warrants under the Rights Offering and up to an additional $1.5 million pursuant to the exercise of such Performance Warrants (including the Performance Incentive). Solo Growth will use the proceeds of the Rights Offering to develop retail cannabis stores and for working capital purposes.

Only registered shareholders who are Eligible Holders and resident in Eligible Jurisdictions will be issued and forwarded certificates representing the number of Rights they are entitled to (“Rights Certificates”).  Registered shareholders wishing to exercise their Rights must forward the completed Rights Certificates along with the applicable funds to the depositary for the Rights Offering, Computershare Investor Services Inc., by 4:00 p.m. on the Expiry Date.

Completion of the Rights Offering is subject to receiving all necessary regulatory approvals, including, but not limited to, approval from the TSXV. Proceeds from the Rights Offering will be held in trust until such time as the Company receives final approval from the TSXV in respect of the Change of Business.

Change of Business

On June 28, 2018: (i) the Company completed the Private Placement; (ii) the former management team of the Company and former board resigned and the new management team and new board were appointed; and (iii) the Company entered into an administrative services agreement with Solo Liquor Stores Ltd., one of Canada’s largest private liquor retailers. Pursuant to the policies of the TSXV, these transactions, together with the proposed name change to “Solo Growth Corp.^TM”, are deemed to represent a “Change of Business” with respect to the Company.  

On October 18, 2018, the TSXV granted conditional approval in respect of the Change of Business. Final TSXV approval of the Change of Business is subject to satisfaction of all of the requirements of the TSXV, including the Company receiving one or more retail licenses in respect of its retail cannabis locations from the Alberta Gaming, Liquor and Cannabis Commission, which will further the Company’s goal of positioning YSS by Solo as the trusted destination for adult-use retail cannabis.

Upon receipt of final approval from the TSXV, the Company will be continued into Alberta and be listed on the TSXV as a Tier 2 Life Sciences Issuer and trading of the Common Shares will commence on the TSXV under the name “Solo Growth Corp.^TM” and the trading symbol “SOLO”.  Concurrent with the change of name and trading symbol, the Company will also launch a new website at www.sologrowth.com. 

About Solo Growth Corp.^TM

The Company is executing on a new retail cannabis business strategy as “Solo Growth Corp.”™ with the retail store fronts operating as “YSS by Solo”.  With its proven real estate and operational expertise and knowledge of the controlled substance retail market, Solo Growth intends to become a premiere retailer and the trusted destination for recreational-use cannabis in Canada and deliver returns through proven operating strategies.  The Company plans to open over 60 retail cannabis locations across Alberta over the next three years which will be complemented by its expansion into Ontario in 2019.

Investor or Media Contacts: 

Pali Bedi President, Chief Executive Officer and Director Phone: (403) 455-7656 Aldershot Resources Ltd. Suite 1100, 634 – 6th Avenue S.W. Calgary, AB T2P 0S4 investor@sologrowth.ca OR Cindy Gray 5 Quarters Investor Relations, Inc. (403) 231-4372 or info@5qir.com

Stephanie Bunch Vice President, Finance and Chief Financial Officer Phone: (403) 455-7656

Reader Advisory

Completion of the Transactions is subject to a number of conditions, including but not limited to, final TSXV acceptance.  There can be no assurance that the Transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon.  Trading in the securities of Solo Growth should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transactions and has neither approved nor disapproved of the contents of this news release.

Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking and Cautionary Statements

This news release may include forward-looking statements including opinions, assumptions, estimates, the Company’s assessment of future plans and operations, and, more particularly, statements concerning the Rights Offering, the number of securities to be issued by way of the Rights Offering, Solo Growth’s retail cannabis business strategy and the ability to exercise thereon, statements concerning the completion of the Transactions and the trading in the Common Shares under the new name and new symbol. When used in this document, the words “will,” “anticipate,” “believe,” “estimate,” “expect,” “intent,” “may,” “project,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by the Company which include, but are not limited to, the timing of the receipt of the required regulatory, TSXV and third party approvals, as well as the satisfaction of other conditions pertaining to the completion of the Transactions. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to: regulatory and third party approvals not being obtained in the manner or timing anticipated; the ability to implement corporate strategies; the state of domestic capital markets; the ability to obtain financing; changes in general market conditions; industry conditions and events; the size of the recreational cannabis market; government regulations, including future legislative and regulatory developments involving recreational cannabis; competition from other industry participants; and other factors more fully described from time to time in the reports and filings made by the Company with securities regulatory authorities. Please refer to the Filing Statement for additional risk factors relating to the Company. The Filing Statement can be accessed under the Company’s profile on www.sedar.com.

Except as required by applicable laws, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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