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Urbn Leaf prepares their financial statements in accordance with Generally Accepted Accounting Principles (GAAP) in the United States. Sublime for the period prior to acquisition by Harborside on July 2, 2021 prepared their financial statements in accordance with Generally Accepted Accounting Principles (GAAP) in the United States. Effective upon the market open on July 25, 2022, the stock will trade on the Canadian Securities Exchange under the new ticker symbol "STHZ.". The Name Change was overwhelmingly approved by shareholders of the Company at a special meeting (the "Meeting") held on February 22, 2022. The new corporate website statehouseholdings.com will launch on that date with additional information about the Company and its go-forward strategy.
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Cannabis Markets Show Improved Growth in November
Harborside's archived corporate information, including financial results and news releases, will also be available on the StateHouse site. A full description of the Loudpack Transaction and Urbn Leaf Transaction will be set forth in the management information circular of Harborside, which will be mailed to Harborside shareholders in connection with the Meeting, and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) under Harborside’s profile at Harborside stores are known for having the world’s best curated selection of award-winning flower, concentrates, edibles and other cannabis products from California’s most respected growers and manufacturers. We carry some of the top rated cannabis brands, including Alien Labs, CBX, Dimebag, Kingpen, and Smokiez.
Cannabis for all
Local state laws where the Company operates permit such activities however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable United States federal money laundering legislation. "This is an important milestone for the Company, which was formed through the business combination of four pioneering California companies," said Ed Schmults, Chief Executive Officer.
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Consumer Products & Retail
The aggregate consideration for the Transactions will be met through the issuance of 151,427,786 subordinate voting shares of Harborside ("SVS") and the assumption and restructuring of debts and other obligations as well as the issuance of 2,000,000 warrants at a strike price of US$2.50 per SVS (the "Warrants"). Harborside, Urbn Leaf and Loudpack noted that the structure of the transaction and overall consideration contemplates both a return to normalized enterprise valuations for California-focused cannabis companies and the potential for StateHouse to become a leading participant in that market. Based upon the relative enterprise value of each party, following closing of the Transactions, existing Harborside, Loudpack and Urbn Leaf shareholders will own approximately 35%, 39% and 26% of StateHouse, respectively, on a fully diluted basis and assuming conversion of all multiple voting shares of Harborside ("MVS") to SVS.
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Current cultivation capacity assumes increased plant density at the Salinas facility with consistent yields. Additional near-term cultivation capacity assumes completion of two additional greenhouses that are partially completed at our Salinas facility. For fact-based information on The Harborside Group, view the company’s sponsored Investor Dashboard. Visit the Harborside Investor Dashboard and stay up to date with data-driven, fact based due diligence for active traders and investors.
Heavy Industry & Manufacturing
Harborside is currently a publicly listed company on the Canadian Securities Exchange ("CSE") trading under the ticker symbol "HBOR" and on the OTCQX Best Market under the ticker symbol "HBORF". The Urbn Leaf Transaction has been unanimously approved by the board of directors of Urbn Leaf. The directors and officers and certain shareholders of Urbn Leaf, collectively holding approximately 69% of Series A shares and 96% of common shares, have entered into voting and support agreements to vote in favour of the Urbn Leaf Transaction. In addition, concurrent with the closing of the Urbn Leaf Transaction, the Company will enter into a lock-up agreement with certain shareholders of Urbn Leaf (the "Urbn Leaf Locked-Up Shareholders") in respect of the Harborside SVS to be received by such shareholders pursuant to the Urbn Leaf Transaction (the "Urbn Leaf Lock-Up Agreement").
Anticipated Benefits to Shareholders
These non-IFRS financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the IFRS financial measures presented in the Company’s financial statements. For more information, please see “Use of Non-IFRS Measures” and “Non-IFRS Measures” in the Company’s management’s discussion and analysis for the period ended September 30, 2021, which is available under the Company’s profile on Harborside’s board of directors has unanimously approved the Transactions and has unanimously resolved to recommend that the shareholders of Harborside vote in favour of the Transactions.
our top brands
Pursuant to the terms of the definitive agreement with respect to Urbn Leaf (the “Urbn Leaf Agreement”), Harborside will acquire all of the equity interests of Urbn Leaf through the issuance of approximately 60,000,000 SVS, subject to adjustment, and the restructuring and assumption of debt. In connection with the Transactions, the Company has signed a non-binding term sheet with Pelorus Equity Group for a total of US$77.3 million of debt financing (the “Roll Up Financing”) which would be used primarily to retire certain existing loans and provide additional working capital to the Company, Urbn Leaf and Loudpack. The Roll Up Financing is intended to be funded in two tranches, with the first occurring prior to closing on the acquisitions of Urbn Leaf and Loudpack, and the second tranche to be funded to the Company post-closing, at a time of the Company’s choosing. Pursuant to the terms of the definitive agreement with respect to Urbn Leaf (the “Urbn Leaf Agreement”), Harborside will acquire all of the equity interests of Urbn Leaf through the issuance of approximately 60,000,000 SVS, subject to adjustment, and the restructuring and assumption of debt. The Urbn Leaf Agreement provides for, among other things, customary representations and warranties and covenants, including mutual non-solicitation provisions and a US$2.5 million termination fee payable by either the Company or Urbn Leaf in certain circumstances.
EBITDA and/or Adjusted EBITDA are essentially net income (loss) with interest, taxes, depreciation and amortization, non-cash adjustments and other unusual items added back. This measure can be used to analyze and compare profitability among companies and industries, as it eliminates the effects of financing and capital expenditures. This measure does not have any standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other companies.
EBITDA and Adjusted EBITDA are measures of the Company’s overall financial performance and are used as an alternative to earnings or net income in some circumstances. Since reconstituting the Company’s board of directors last year, our team embarked upon an ambitious mission to create a unique platform capable of consolidating California and driving significant growth through added scale. Since its inception, Harborside has consistently lead the charge in the creation of the modern cannabis industry. Harborside was the first cannabis retailer in the country to demand rigorous testing for all products to ensure that they are free of pesticides and other impurities, and contain verifiable potency levels of THC and CBD, and continues today to set the bar for cannabis compliance.
Pursuant to the Urbn Leaf Lock-Up Agreement, the Urbn Leaf Locked-Up Shareholders will agree not to sell, assign or otherwise transfer the Harborside SVS received. The restrictions lapse in three installments with each one-third of the shares released from the restrictions on the 6-month, 12-month and 18-month anniversaries from the closing of the Urbn Leaf Transaction. Harborside is currently a publicly listed company on the Canadian Securities Exchange (“CSE”) trading under the ticker symbol “HBOR” and on the OTCQX Best Market under the ticker symbol “HBORF”. The Company sells its Fuzzies, Sublime, KEY and Harborside Farms branded consumer products through third party retailers and delivery outlets across the state of California, as well as in its own stores. Harborside has played an instrumental role in making cannabis safe and accessible to a broad and diverse community of California consumers since 2006, when it was awarded one of the first six cannabis licenses granted in the United States.
Pursuant to the terms of the Definitive Agreement with respect to the Loudpack Transaction (the “Loudpack Agreement”), Harborside will acquire all of the equity interest of Loudpack through the issuance of approximately 91,427,786 SVS, subject to adjustment, 2,000,000 warrants and the assumption and restructuring of debts. Ducera Partners LLC and Beacon Securities Limited acted as financial advisor and Feuerstein Kulick LLP acted as United States legal counsel to Loudpack. PGP Capital Advisors, LLC acted as financial advisor and Burns & Levinson LLP acted as United States legal counsel to Urbn Leaf. Cassels Brock & Blackwell LLP acted as Canadian legal counsel and Duane Morris LLP acted as United States legal counsel to Harborside.
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