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Lift & Co. Corp. (formerly MJ Opportunity Corp.) Announces Closing of Qualifying Transaction and Conversion of Lift Subscription Receipts

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Lift & Co. Corp. (formerly MJ Opportunity Corp.) Announces Closing of Qualifying Transaction and Conversion of Lift Subscription Receipts

Canada NewsWire

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Sept. 13, 2018 /CNW/ - Lift & Co. Corp. (formerly MJ Opportunity Corp.) (TSXV:LIFT) (the "Corporation"), is pleased to announce the closing of its Qualifying Transaction (the "Transaction"), as defined under the policies of the TSX Venture Exchange ("TSXV"), pursuant to the definitive qualifying transaction agreement dated August 3, 2018 among the Corporation, 2636081 Ontario Inc. (the "Subsidiary"), a wholly-owned subsidiary of the Corporation, and Lift Co. Ltd. ("Lift").

In connection with the closing of the Transaction, the Corporation is also pleased to announce the conversion of the Lift Subscription Receipts (as defined below) into common shares of Lift, which were immediately exchanged for post-consolidation Common Shares (as defined below).

The Transaction

The Transaction involved, among other things, the acquisition by the Corporation of all of the issued and outstanding common shares and series A preferred shares in the capital of Lift (the "Lift Shares") by way of a three-cornered amalgamation. As part of the Transaction, Lift amalgamated with the Subsidiary to form "Lift Co. Ltd.", a wholly-owned subsidiary of the Corporation.

Consolidation and Name Change

In connection with the Transaction, the Corporation completed a consolidation of its issued and outstanding common shares on the basis of 1 post-consolidation common share (each, a "Common Share") for every 2.4 pre-consolidation common shares issued and outstanding and changed its name to "Lift & Co. Corp.".

Pursuant to the Transaction, the Corporation issued an aggregate of 68,076,316 Common Shares in exchange for the outstanding Lift Shares (including those Lift Shares issued upon conversion of the Lift Subscription Receipts).

Following completion of the Transaction, the Corporation has an aggregate of 69,960,066 Common Shares issued and outstanding.

It is anticipated that the Common Shares will begin trading (the "Listing Date") on or about September 17, 2018 on the TSXV under the trading symbol "LIFT".

Changes in Board and Management

Upon completion of the Transaction, the officers and directors of MJ Opportunity Corp. resigned and the board of directors of the Corporation was reconstituted to consist of the following persons: Matei Olaru, Daniel Finkelstein, Stuart Miller and Kyle Detwiler.

On the Listing Date, Kyle Detwiler will resign from the board of directors of the Corporation and Deborah Rosati will be appointed to the board of directors of the Corporation. A biographical profile of Ms. Rosati is included below.

Deborah Rosati

Deborah Rosati is an accomplished Corporate Director, entrepreneur, Fellow Chartered Professional Accountant (FCPA) and certified Corporate Director (ICD.D) with more than 30 years of experience in technology, consumer, retail, private equity and venture capital. As an experienced Audit Committee and Nominating & Corporate Governance Committee chair, Deborah provides extensive knowledge as a Corporate Director in the areas of financial and enterprise risk management, corporate strategy, transformational changes, M&A, corporate governance and CEO and board succession planning. Deborah is the Founder & CEO of Women Get On Board, a leading member-based company that connects, promotes and empowers women to corporate boards. She was selected as a Diversity 50 2014 candidate, and also recognized in 2012 as one of WXN's Top 100 Canada's Most Powerful Women in the corporate director award category.

It is anticipated that the audit committee of the Corporation will be comprised of three directors as follows: Deborah Rosati (Chair), Stuart Miller and Matei Olaru. Ms. Rosati and Mr. Miller are each "independent", as such term is defined within the meaning of National Instrument 52-110 – Audit Committees. Each proposed member of the audit committee of the Corporation is also "financially literate", as such term is defined within the meaning of National Instrument 52-110 – Audit Committees, and possesses education or experience that is relevant for the performance of their responsibilities as audit committee members.

Senior management of the Corporation now includes Matei Olaru, as Chief Executive Officer, Craig Hudson, as Chief Financial Officer, Kerri-Lynn McAllister, as Chief Marketing Officer, Josh Kerbel, as Chief Technology Officer and Mariana Fonar, as Corporate Secretary and Legal Counsel.

Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q), L.P.

Prior to completion of the transaction, Gotham Green Fund 1, L.P. ("Gotham Fund 1") transferred 7,043,732 series A preferred shares of Lift and 4,892,839 warrants of Lift to its affiliate, Gotham Green Fund 1 (Q), L.P. ("Gotham Fund Q"). As a result of these transfers, the securities of each of Gotham Fund 1 and Gotham Fund Q which are subject to escrow in connection with the Transaction are as follows:

Securityholder

Escrowed Securities

Number and Percentage of Securities After

Giving Effect to the Transaction

Gotham Green Fund 1, L.P.

Common Shares

2,093,949 (3.00%)

Convertible Debentures

$399,950 principal amount of Convertible

Debentures (n/a)

Warrants

1,283,012 (n/a)

Gotham Green Fund 1 (Q), L.P.

Common Shares

8,377,107 (11.97%)

Convertible Debentures

$1,600,050 principal amount of Convertible

Debentures (n/a)

Warrants

5,132,846 (n/a)

 

Northern Swan Holdings, Inc.

In connection with the Transaction, Northern Swan Holdings, Inc. ("Northern Swan") has agreed to enter into a lock-up agreement (the "Lock-up Agreement") with the Corporation. Pursuant to the Lock-up Agreement, Northern Swan has agreed to a lock-up of the securities it holds in the Corporation for a period ending on the date which is 18 months following the Escrow Release Date (as defined below), subject to the following lock-up release schedule:

Release Dates

Percentage of Total

Locked-up Securities to be

Released from Lock-up

Total Number of Locked-up Securities to be

Released

Resulting Issuer Shares

Warrants

6 Months Following

the Escrow Release

Date

50%

2,766,113

1,400,000

12 Months Following

the Escrow Release

Date

25%

1,383,056

700,000

18 Months Following

the Escrow Release

Date

25%

1,383,057

700,000

 

Escrow Securities

The following table provides an update to the aggregate securities of the Corporation which will be subject to a TSXV Form 5D – Escrow Agreement in connection with the Transaction:

Escrowed

Securities

Number and Percentage of Securities

After Giving Effect to the Transaction

(as indicated in the Filing Statement)

Number and Percentage of Securities

After Giving Effect to the Transaction

(Updated)

Common Shares

41,374,528 (59.14%)

35,842,302 (51.23%)

Convertible Debentures

$2,000,000 aggregate principal amount (n/a)

$2,000,000 aggregate principal amount (n/a)

Options

1,377,001 (n/a)

1,377,001 (n/a)

Warrants

9,215,858 (n/a)

6,415,858 (n/a)

 

The Subscription Receipts

The subscription receipts of Lift (the "Lift Subscription Receipts") issued pursuant to the private placement completed on August 3, 2018 (the "Subscription Receipt Offering") were automatically converted today for one common share of Lift and, as previously noted, those common shares of Lift were immediately exchanged for Common Shares in connection with the completion of the Transaction. In connection with the conversion of the Lift Subscription Receipts, TSX Trust Company, acting as the Subscription Receipt Agent for the Lift Subscription Receipts, has released the escrowed funds (the date of such release being, the "Escrow Release Date") in accordance with the subscription receipt agreement entered into in connection with the Subscription Receipt Offering.

The Convertible Debentures

The senior unsecured convertible debentures of Lift issued pursuant to the private placement completed on August 16, 2018 were exchanged for senior unsecured convertible debentures of the Corporation in connection with the completion of the Transaction.

Further Details

Further details about the Transaction and Lift & Co. Corp. following completion of the Transaction are available in the filing statement of MJ Opportunity Corp. dated August 29, 2018, which has been filed under the Corporation's profile on SEDAR.

Final acceptance of the Transaction will occur upon the issuance of a final exchange bulletin by the TSXV.

About Lift & Co. Corp.

Lift & Co. Corp. brings media and data together to empower cannabis businesses and consumers with unique knowledge and insights to make better-informed decisions. For consumers, it operates Canada's largest cannabis product-comparison platform, an unrivalled loyalty program and North America's largest consumer cannabis tradeshows. For businesses, it provides unique market, product and consumer insights while connecting businesses and consumers through Canada's most-adopted consumer channels.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position.

The forward-looking information in this news release includes disclosure about the terms of the Transaction and the listing of the Common Shares on the TSXV.

The Corporation made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; and the ability of the Corporation to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; reliance on key and qualified personnel; and regulatory and other risks associated with the cannabis industry in general. The foregoing list of material risk factors and assumptions is not exhaustive.

The Corporation assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.

SOURCE Lift & Co. Corp.

View original content: http://www.newswire.ca/en/releases/archive/September2018/13/c7064.html

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