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Published: May 31, 2024
The Hash Corporation has entered into an asset purchase agreement (the “Asset Purchase Agreement”) with 1000592191 Ontario Inc. (“191 Ontario”) dated May 23, 2024, pursuant to which 191 Ontario will acquire all or substantially all of HashCo’s assets, which include, but are not limited to, physical inventory and intellectual property relating to HashCo’s business for a total cash purchase price of CA$350,000 plus the value of the Company’s physical inventory on closing (the “Asset Sale”), of which a CA$50,000 refundable deposit has already been paid by 191 Ontario to HashCo’s counsel in trust.
Asset Sale
Under the terms of the Asset Purchase Agreement, 191 Ontario will acquire all of HashCo’s intellectual property and all license, customers, suppliers, partners and collaborators agreements relating to its cannabis-based hashish and other cannabis products. The Asset Sale is expected to be completed in and around Q3 of 2024. It remains subject to the satisfaction of customary closing conditions, including applicable regulatory approvals, and the approval of the Company’s shareholders. The Company intends to hold a special meeting (the “Meeting”) of its shareholder to approve the Asset Sale, at which two-thirds (2/3) of the Company’s shareholders present in person or represented by proxy must approve the Asset Sale. Further information regarding the Meeting and the Asset Sale will be provided in a management information circular, which will be mailed to the Company’s shareholders in due course. Investors are cautioned that, except as disclosed in the management information circular, any information released or received with respect to the Asset Sale may not be accurate or complete and should not be relied upon.
Upon closing of the Asset Sale, the Company will focus its efforts on identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders. The Company will likely have to raise additional capital to fund such initiatives.
The Asset Sale constitutes a “related party transaction” of HashCo, within the meaning of Multilateral Instrument 61-101 – Protections of Minority Security Holders in Special Transactions (“MI 61-101”) as the Vice-President of Production of HashCo is also the principal of 191 Ontario. The Company determined that the Asset Sale is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemption contained in section 5.5(b) as the Corporation’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Corporation’s market capitalization.
About The Hash Corporation
HashCo is a Canadian company focused on the production and sale of cannabis-based hashish and other cannabis products. HashCo applies its separation and curing techniques to produce a suite of high-quality cannabis resin products, which are all-natural and free of additives and carcinogenic solvents. The Company intends to tailor its product offerings to pay tribute to historic traditions, fragrances and tastes, while upholding the highest health and safety standards. As of the date of this press release, HashCo is actively selling all or substantially of its assets. Upon completing the sale, HashCo will focus its efforts on identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
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