TORONTO, May 16, 2018 /CNW/ - Sante Veritas Holdings Inc. (SVT), Baker Technologies Inc. (Denver, CO), Briteside Holdings, LLC (Bend, OR), and Sea Hunter (Boston, MA) issued a press release premarket open on May 15, 2018 announcing the signing of a binding letter of intent (the "LOI") to merge (the "Business Combination") to form one of the industry's most comprehensive platforms, operating under the name TILT Holdings Inc. ("TILT"). 

The press release contained a revenue forecast which constitutes Future Oriented Financial Information pursuant to National Instrument 51-102 Part 4B – Continuous Disclosure Obligations and did not contain disclosure as to associated expenses required to generate the revenue nor did it disclose related assumptions.  At the request of IIROC, the parties are retracting the revenue forecast contained in the May 15, 2018 press release for the merged company TILT Holdings Inc. as it cannot be relied upon. There can be no assurances that the previously stated revenues can be achieved.

Additional Information

Additional information regarding SVT is available under SVT's SEDAR profile at www.sedar.com.

Additional information regarding the Business Combination, Baker, Briteside, and Sea Hunter, will be made publicly available by the parties in accordance with applicable securities laws.

The securities which will be issued pursuant to the Business Combination will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful.

Forward-Looking Information

Certain portions of this press release contain "forward-looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "targets," "continues", "estimates," "scheduled," "anticipates," "believes," "intends," "may," "could," "would" or might, and the negative of such expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward looking information. Such forward-looking statements include, without limitation, the Business Combination, the expected business of TILT, the negotiation and execution of the Definitive Agreements, and the timing thereof.

Forward looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events, performance or results will be achieved, if achieved at all.  The forward-looking statements and information are based on certain key expectations and assumptions made by SVT, including expectations and assumptions concerning SVT, Baker, Briteside, Sea Hunter, TILT, and the Business Combination, the timely receipt of all required shareholder and regulatory approvals and the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreements. Although SVT believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because SVT can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the results of the due diligence review on the Parties on each other are less than satisfactory, or the required shareholder approvals are not obtained. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward- looking information for anything other than its intended purpose. SVT undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Santé Veritas Holdings Inc.

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