Cresco Capital Partners II, LLC (“Cresco”) today announced that it had filed an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for the purpose of reporting the acquisition of 14,960,957 subordinate voting shares (the “Shares”) of Harborside Inc. (“Harborside”) in connection with an agreement dated April 29, 2022 among Harborside UL Holdings Inc. (“Urbn Leaf”) and SUB CCP URBN, LLC whereby Harborside repaid certain outstanding promissory notes by: (i) a cash payment in the amount of US$358,541.10; and (ii) the issuance of US$5.87 million worth of Shares at a price of $0.45 per Share (the “Note Repayment”).
Completion of the Note Repayment resulted in the issuance of 14,960,957 Shares to Cresco, representing an increase in Cresco’s interest in the Shares of approximately 5.5% on a partially diluted basis.
Collectively, the interest of Cresco, CCP Flrish Inc. (“CCPF”), Cresco Capital Partners, LLC (“CCP”), Matthew Hawkins (“Hawkins”), and Andrew Sturner (“Sturner” and together with CCPF, CCP, and Hawkins, each a “joint actor” (as such term is defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) of Cresco, and together with Cresco, the “Cresco Parties”) in the Shares as a result of the Note Repayment increased by approximately 5.9% on a partially diluted basis.
Immediately prior to the Note Repayment, assuming that Cresco is only entitled to 2,057,025 Shares pursuant to the acquisition of Sublimation Inc. (“Sublime”) by Harborside and is entitled to 2,111,167 Shares pursuant to the acquisition of Urbn Leaf by Harborside, (i) Cresco beneficially owned, and exercised control or direction over (A) 8,415,830 Shares and (B) warrants (the “Warrants”) exercisable to acquire an aggregate of 3,550,000 Shares, representing approximately 3.6% of the issued and outstanding Shares on a non-diluted basis and approximately 5.0% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Warrants held by Cresco; (ii) CCPF beneficially owned, and exercised control or direction over 385,542 Shares, representing approximately 0.2% of the issued and outstanding Shares on a non-diluted basis; (iii) CCP beneficially owned, and exercised control or direction over 96,385 Shares, representing approximately 0.1% of the issued and outstanding Shares on a non-diluted basis; (iv) Hawkins beneficially owned, and exercised control or direction over options (the “Options”) exercisable into an aggregate of 333,350 Shares and restricted share units (the “RSUs”) convertible into an aggregate of 450,000 Shares,
representing approximately 0.3% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Options and RSUs held by Hawkins; and (v) Sturner beneficially owned and exercised control or direction over (A) 125,100 Shares; and (B) Options exercisable into an aggregate of 180,000 Shares, representing approximately 0.1% of the issued and outstanding Shares on a non-diluted basis and approximately 0.1% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Options held by Sturner.
Collectively, assuming that Cresco is only entitled to 2,057,025 Shares pursuant to the acquisition of Sublime by Harborside and is entitled to 2,111,167 Shares pursuant to the acquisition of Urban Leaf by Harborside, immediately prior to the completion of the Note Repayment, the Cresco Parties owned or exercised control or direction over an aggregate of (i) 9,022,857 Shares; (ii) Warrants exercisable to acquire an aggregate of 3,550,000 Shares; (iii) Options exercisable into an aggregate of 513,350 Shares; and (iv) RSUs convertible into an aggregate of 450,000 Shares, representing approximately 3.8% of the issued and outstanding Shares on a non-diluted basis and approximately 5.6% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Warrants, Options and RSUs held by the Cresco Parties.
Following the completion of the Note Repayment, assuming that Cresco is only entitled to 2,057,025 Shares pursuant to the acquisition of Sublime by Harborside and is entitled to 2,111,167 Shares pursuant to the acquisition of Urbn Leaf by Harborside , (i) Cresco beneficially owns, and exercises control or direction over (A) 23,376,787 Shares and (B) Warrants exercisable to acquire an aggregate of 3,550,000 Shares, representing approximately 9.3% of the issued and outstanding Shares on a non-diluted basis and approximately 10.5% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Warrants held by Cresco; (ii) CCPF beneficially owns, and exercises control or direction over 385,542 Shares, representing approximately 0.2% of the issued and outstanding Shares on a non-diluted basis; (iii) CCP beneficially owns, and exercises control or direction over 96,385 Shares, representing approximately 0.1% of the issued and outstanding Shares on a non-diluted basis; (iv) Hawkins beneficially owns, and exercises control or direction over Options exercisable into an aggregate of 333,350 Shares and RSUs convertible into an aggregate of 450,000 Shares,
representing approximately 0.3% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Options and RSUs held by Hawkins; and (v) Sturner beneficially owns, and exercises control or direction over (A) 125,100 Shares; and (B) Options exercisable into an aggregate of 180,000 Shares, representing approximately 0.1% of the issued and outstanding Shares on a non-diluted basis and approximately 0.1% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Options held by Sturner
Collectively, assuming that Cresco is only entitled to 2,057,025 Shares pursuant to the acquisition of Sublime by Harborside and is entitled to 2,111,167 Shares pursuant to the acquisition of Urbn Leaf by Harborside, immediately following the completion of the Note Repayment, the Cresco Parties own or exercise control or direction over an aggregate of (i) 23,983,814 Shares; (ii) Warrants exercisable to acquire an aggregate of 3,550,000 Shares; (iii) Options exercisable into an aggregate of 513,350 Shares; and (iv) RSUs convertible into an aggregate of 450,000 Shares, representing approximately 9.5% of the issued and outstanding Shares on a non-diluted basis and approximately 11.8% of issued and outstanding Shares on a partially-diluted basis, assuming the exercise of the Warrants, Options, and RSUs held by the Cresco Parties.
While Cresco currently has no immediate plans or intentions with respect to the securities of Harborside, depending on regulatory changes, market conditions, general economic and industry conditions, trading prices, Harborside’s business, financial conditions and prospects and/or other relevant factors, Cresco may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities of Harborside.
A copy of the early warning report filed by Cresco with respect to the Shares will be available under Harborside’s profile on SEDAR at www.sedar.com or by contacting Cresco at (254) 266-6322. Harborside’s head office is located at 2100 Embarcadero, Suite 202, Oakland, California, 94606. Cresco’s head office is located at 2801 Woodside Street, Dallas, Texas, 75204.
This article was shared with Prittle Prattle News as a Press Release.
