ANB Canada Inc.

October 12, 2016 14:30 ET

ANB Canada Inc. Completes Acquisition of Associated National Brokerage Inc.

TORONTO, ONTARIO--(Marketwired - Oct. 12, 2016) - ANB Canada Inc. (formerly Griffin Skye Corporation) (the "Corporation") is pleased to announce that it has acquired all of the issued and outstanding shares of Associated National Brokerage Inc. ("ANB") (the "Transaction").

As previously disclosed in a press release dated September 28, 2016, the Corporation has voluntarily delisted from the NEX Board of the TSX Venture Exchange following shareholder approval of such delisting at the shareholder's meeting held on September 27, 2016 (the "Meeting"). At the Meeting, shareholders also approved the name change of the Corporation from Griffin Skye Corporation to ANB Canada Inc., the consolidation of the Corporation's Class A Shares on a one (1) for (2) basis, and the creation of new preferred shares of the Corporation.

In order to partially finance the Transaction, the Corporation completed a first tranche of a private placement of Class A Shares for aggregate gross proceeds of $4,145,200 and a first tranche of a private placement of Series 1 Preferred Shares (the "Preferred Shares") for aggregate gross proceeds of $3,667,800. The Class A Shares were issued for $0.05 per share and the Preferred Shares were issued for $25.00 per share. The Preferred Shares are non-voting 7 year cumulative 10% shares redeemable at $25.00 per share at maturity and $27.00 per share prior to maturity.

Finders were paid a cash commission equal to 4% of the gross proceeds of each private placement offering (not including President's List orders) and are entitled to finder warrants (the "Warrants") to acquire that number of Class A Shares equal to 4% of the number of Class A Shares sold (not including President's List orders). The Warrants are exercisable at $0.05 per share at any time up to 24 months following closing and 1,594,560 Warrants were issued.

The Corporation also completed two bank credit facilities for aggregate proceeds of $11,000,000 to partially finance the Transaction and for working capital purposes. Each credit facility is secured by a charge over all of the assets of the Corporation and includes other usual and customary terms and conditions. The first credit facility is a $6,000,000 revolving demand loan bearing interest at the prime rate plus 1.5%. The second credit facility is a $5,000,000 subordinated loan at a fixed interest rate of 8% per annum and a royalty of 0.4% of gross annual sales, maturing in 2021.

Since the Transaction involved the purchase of shares both directly and indirectly, through holding companies of certain of the vendors, various companies were amalgamated to simplify the corporate structure. The Corporation was amalgamated immediately after the completion of the Transaction on October 1, 2016 with Associated National Brokerage Inc., 2522813 Ontario Inc. and 2461564 Ontario Inc. The name of the amalgamated company is ANB Canada Inc. and will continue the business of ANB and operate as a seller and distributor for manufacturers in the Canadian over-the-counter food and drug marketplace.

Terms of Acquisition

The aggregate purchase price for the Transaction was $26,000,000, less:

  1. $244,791, which was the amount by which the book value of the inventory held by ANB as of the open of business on the closing date of the Transaction was less than $2,200,000;
  2. $5,575,043.03, which was the amount paid to acquire a certain loan to an ANB shareholder; and
  3. $3,200,000, which was the amount paid by the Corporation towards the purchase of shares in 2522813 Ontario Inc. (a corporation related to ANB);

subject to a closing adjustment equal to a positive closing working capital of $1,200,000.

$4,000,000 of the aggregate purchase price was paid by the issuance of a promissory note. If certain gross revenue and gross margin performance targets of ANB in each of calendar years 2017, 2018, 2019 and 2020 are met then promissory note installment payments for such calendar year will be paid in that calendar year. If certain gross revenue and gross margin performance targets of ANB in each of calendar years 2017, 2018, 2019 and 2020 are not met then promissory note installment payments for such calendar year will not be paid in that calendar year, but shall continue to accrue. Any unpaid promissory note installment payments will be paid, regardless of any/all postponements, on December 31, 2023, subject only to set off for any amounts owed by the vendor to the Corporation pursuant to the purchase agreement, regardless of whether the gross revenue and gross margin performance targets were achieved.

A further $6,000,000 of the aggregate purchase price shall be paid in installments based on the achievement of certain gross profit targets for the years 2016 through 2020.

Board of Directors and Management

The board of directors and senior management of the Corporation consists of the following individuals:

  • Brent Larkan, Director and Chief Executive Officer
  • Maurice Levesque, Director and Chairman
  • Gilbert Sharpe, Director
  • Tim Moore, Chief Financial Officer

Capitalization

The Corporation currently has 90,858,654 Class A Shares issued and outstanding, which reflects the one for two share consolidation, the post-consolidated 82,904,000 Class A Shares issued on the Class A Shares private placement, and the post-consolidated 5,513,574 Class A Shares issued pursuant to the shares for debt transactions completed in conjunction with the Transaction. The exact number of issued and outstanding shares is subject to rounding pursuant to the one for two share consolidation as no fractional shares will be issued. The Corporation also currently has 123,192 Preferred Shares issued and outstanding, reflecting the private placement of Preferred Shares.

A letter of transmittal has been mailed to registered shareholders (who were shareholders prior to the aforementioned private placement) by the Corporation's transfer agent, Computershare Investor Services Inc., providing instructions to surrender the certificates evidencing their Class A Shares for replacement certificates representing the number of Class A Shares to which they are entitled as a result of the share consolidation. Until surrendered, each certificate representing Class A Shares prior to the consolidation will be deemed for all purposes to represent the number of Class A Shares to which the holder thereof is entitled as a result of the consolidation.

About the Business

The Corporation offers turnkey over-the-counter ("OTC") sales and distribution services to manufacturers in the Canadian Food, Drug and Mass marketplace. The Corporation not only markets, sells, warehouses and distributes consumer OTC brands, but also helps manufacturers in a number of other areas including navigating Canadian regulatory guidelines.

The Corporation has successfully helped manufacturers navigate the Canadian OTC marketplace for more than 20 years and today is a recognized participant in OTC retail distribution representing multiple brands for approximately 53 manufacturers. A small example of the many varied products the Corporation represents include hand sanitizer from Purell; condoms from LifeStyles; lip balms, hand and body lotions and shaving cream from EOD Products LLP; vitamins, food supplements and aromatherapy oils from Nature's Truth; nursing pads and bottles and nipples from Lansinoh; eye, ear and cough syrups from Similisan; and hair growth and hair care products from Vivivsacal.

Products are sold through an extensive list of National, Regional and Wholesale retail clients that include 7Eleven, Canadian Tire, Costco, Dollar Tree, Familiprix, Jean Coutu, Loblaws, London Drugs, McKesson, Metro, Overwaitea, PharmaSave, Safeway, Shoppers Drug Mart, Sobeys, Valumart and Walmart.

Notice on forward-looking statements:

This release includes forward-looking statements regarding the Corporation and its business. Such statements are based on the current expectations of management. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Corporation, including risks affecting the Corporation, economic factors and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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