Material Change Report
Item 1Name and Address of Company
Red White & Bloom Brands Inc. (formerly, Tidal Royalty Corp.) (the “Company” or “RWB”)
810-789 West Pender Street
Vancouver, B.C. V6C 1H2
Item 2Date of Material Change
April 24, 2020
Item 3News Release
The new release was filed on SEDAR, disseminated through the facilities of GlobeNewsWire and posted to the Issuer’s disclosure hall with the CSE on April 28, 2020.
Item 4Summary of Material Change
The Company announced the completion of the business combination with MichiCann Medical Inc. d/b/a/ Red White & Bloom (“MichiCann”) pursuant to the terms of the Amended and Restated Business Combination Agreement dated March 12, 2020 (the “Transaction”). As a result of the Transaction, the Company has changed its name to “Red White & Bloom Brands Inc.” and MichiCann is now a wholly-owned subsidiary of the Company. In connection with and immediately prior to the completion of the Transaction, the Company completed a share consolidation on a 16:1 basis.
The Company announced that its board of directors it now comprised of five (5) directors and the directors and officers are the following individuals:
Brad Rogers, Chief Executive Officer and Director
Johannes (Theo) van der Linde, Chief Financial Officer and Director
Brendan Purdy, Director and Audit Committee Chair
Michael Marchese, Director
Bill Dawson, Director
Brendan Purdy, Brad Rogers and Michael Marchese will serve on the audit committee and the compensation committee of the Company.
Following closing of the Transaction the new capital structure consists of the following:
Series I Preferred shares
Series II Preferred shares
1 1,194,402 Warrants are exercisable into 1,194,402 Common shares and 595,340 Series II Preferred shares.
2 9,200,539 Options are exercisable into 9,200,539 Common shares and 7,401,429 Series II Preferred shares.
All Series II Preferred shares are convertible into Common shares, on a one for one basis, anytime between seven and twenty-four months after their initial issuance date.
Certain shareholders have entered into voluntary escrow and/or escrow and leak out agreements totaling 36,844,823 Common shares, 17,133,600 Series II Preferred shares and the underlying shares for 3,200,000 Options. The escrow agreements carry various terms between 6 and 18 months.
Following completion of the Transaction, the Company will guarantee the obligations of PharmaCo Inc., Mid-American Growers, Inc. and RWB Illinois, Inc. pursuant to an amended and restated credit agreement dated January 10, 2020 in connection with advances from an Institutional Investor, in the principal amount of US $49,750,000, the obligations of which are also guaranteed by MichiCann.
It is expected that trading of RWB’s Common shares will commence at or before the end of May, 2020 under the trading symbol “RWB”.
Item 5Full Description of Material Change
5.1Full Description of Material Change
See the attached news release.
5.2Disclosure for Restructuring Transactions
Item 6Reliance on subsection 7.1(2) of National Instrument 51-102
Item 7Omitted Information
Item 8Executive Officer
Theo van der Linde, Chief Financial Officer
Item 9Date of Report
April 29, 2020