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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/29/19 Acreage Holdings, Inc. 40FR12G 75:23M CNW Group Ltd/FA |
Document/Exhibit Description Pages Size
1: 40FR12G Form 40-F 12G HTML 84K
2: EX-99.1 Consolidated Financial Statements for the Fiscal HTML 147K
Years Ended August 31, 2018 and 2017
11: EX-99.10 Unaudited Interim Consolidated Financial HTML 98K
Statements for the Three Month Period
Ended November 30, 2017
12: EX-99.11 Management Discussion and Analysis of Financial HTML 77K
Conditions and Results of Operations for
the Three Month Periods Ended November
30, 2017 and 2016
13: EX-99.12 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by CEO Dated
January 29, 2018
14: EX-99.13 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by Acting CFO
Dated January 29, 2018
15: EX-99.14 Unaudited Interim Consolidated Financial HTML 98K
Statements for the Six Month Period
Ended February 28, 2018
16: EX-99.15 Management Discussion and Analysis of Financial HTML 79K
Conditions and Results of Operations for
the Six Month Periods Ended February 28,
2018 and 2017
17: EX-99.16 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by CEO Dated
April 24, 2018
18: EX-99.17 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by Acting CFO
Dated April 24, 2018
19: EX-99.18 News Release Dated May 28, 2018 HTML 26K
20: EX-99.19 Unaudited Interim Consolidated Financial HTML 98K
Statements for the Nine Month Period
Ended May 31, 2018
3: EX-99.2 Management Discussion and Analysis of Financial HTML 73K
Conditions and Results of Operations for
the Fiscal Years Ended August 31, 2018
and 2017
21: EX-99.20 Management Discussion and Analysis of Financial HTML 79K
Conditions and Results of Operations for
the Nine Month Periods Ended May 31,
2018 and 2017
22: EX-99.21 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by CEO Dated
July 24, 2018
23: EX-99.22 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by Acting CFO
Dated July 24, 2018
24: EX-99.23 Notice of Meeting and Record Date Dated July 31, HTML 33K
2018
25: EX-99.24 Notice of Meeting and Record Date Dated September HTML 32K
19, 2018
26: EX-99.25 News Release Dated September 21, 2018 HTML 54K
27: EX-99.26 Material Change Report Dated October 1, 2018 HTML 40K
28: EX-99.27 Lock-Up Agreement Dated September 21, 2018 HTML 70K
29: EX-99.28 Business Combination Agreement Dated September 21, HTML 1.04M
2018
30: EX-99.29 Certification of Proxy-Related Materials Dated HTML 27K
September 21, 2018
4: EX-99.3 Certification of Annual Filings Venture Issuer HTML 32K
Basic Certificate by CEO Dated October
22, 2018
31: EX-99.30 Notice of Annual General and Special Meeting of HTML 43K
Shareholders Dated October 5, 2018
32: EX-99.31 Management Information Circular Dated October 5, HTML 746K
2018
33: EX-99.32 Amendment to Management Information Circular HTML 57K
34: EX-99.33 Form of Proxy for Annual and Special Meeting HTML 23K
35: EX-99.34 News Release Dated October 16, 2018 HTML 37K
36: EX-99.35 Certification of Dissemination of Proxy-Related HTML 29K
Materials to Shareholders Dated October
16, 2018
37: EX-99.36 Certificate of Continuation Dated November 9, 2018 HTML 22K
38: EX-99.37 Notice of Articles Dated November 9, 2018 HTML 23K
39: EX-99.38 News Release Dated November 13, 2018 HTML 47K
40: EX-99.39 News Release Dated November 14, 2018 HTML 48K
5: EX-99.4 Certification of Annual Filings Venture Issuer HTML 32K
Basic Certificate by Acting CFO Dated
October 22, 2018
41: EX-99.40 Filing Statement Dated November 14, 2018 HTML 2.86M
42: EX-99.41 Coattail Agreement Dated November 14, 2018 HTML 161K
43: EX-99.42 Third Amended and Restated Limited Liability HTML 357K
Company Agreement Dated November 14,
2018
44: EX-99.43 Tax Receivable Agreement Dated November 14, 2018 HTML 270K
45: EX-99.44 Support Agreement Dated November 14, 2018 HTML 97K
46: EX-99.45 Support Agreement Dated November 14, 2018 HTML 108K
47: EX-99.46 Notice of Change in Corporate Structure Dated HTML 36K
November 14, 2018
48: EX-99.47 Material Change Report Dated November 20, 2018 HTML 2.87M
49: EX-99.48 News Release Dated November 26, 2018 HTML 39K
50: EX-99.49 Condensed Unaudited Interim Consolidated Financial HTML 447K
Statements of Rto Acquirer for the Three
and Nine Month Periods Ended September
30, 2018 and 2017
6: EX-99.5 News Release Dated October 27, 2017 HTML 25K
51: EX-99.50 Management Discussion and Analysis of Financial HTML 156K
Conditions and Results of Operations of
High Street Capital Partners, LLC D/B/A
Acreage Holdings for the Three and Nine
Month Periods Ended September 30, 2018
and 2017
52: EX-99.51 News Release Dated November 29, 2018 HTML 57K
53: EX-99.52 News Release Dated December 6, 2018 HTML 52K
54: EX-99.53 Agreement and Plan of Merger Dated December 5, HTML 745K
2018
55: EX-99.54 Material Change Report Dated December 16, 2018 HTML 60K
56: EX-99.55 News Release Dated December 20, 2018 HTML 36K
57: EX-99.56 Letter From Odyssey Trust Company to Canadian HTML 27K
Securities Exchange Dated November 12,
2018
58: EX-99.57 Cds Confirmation HTML 22K
59: EX-99.58 Form 1A Application Letter Dated November 14, 2018 HTML 30K
60: EX-99.59 Form 2B Listing Summary Dated November 14, 2018 HTML 37K
7: EX-99.6 Consolidated Financial Statements for the Fiscal HTML 177K
Years Ended August 31, 2017 and 2016
61: EX-99.60 Form 4 Listing Agreement Dated November 14, 2018 HTML 39K
62: EX-99.61 Form 6 Certificate of Compliance Dated November HTML 27K
14, 2018
63: EX-99.62 Form 11 Notice of Proposed Stock Option Grant or HTML 40K
Amendment Dated November 23, 2018
64: EX-99.63 Form 9 Notice of Issuance of Securities Dated HTML 62K
November 23, 2018
65: EX-99.64 Form 6 Certificate of Compliance Dated November HTML 26K
27, 2018
66: EX-99.65 Form 9 Notice of Proposed Issuance of Listed HTML 58K
Securities Dated December 6, 2018
67: EX-99.66 Form 7 Monthly Progress Report Dated December 6, HTML 50K
2018
68: EX-99.67 Form 6 Certificate of Compliance Dated December 6, HTML 26K
2018
69: EX-99.68 Form 9 Notice of Issuance of Securities Dated HTML 55K
December 19, 2018
70: EX-99.69 Form 6 Certificate of Compliance Dated January 17, HTML 27K
2019
8: EX-99.7 Management Discussion and Analysis of Financial HTML 85K
Conditions and Results of Operations for
the Fiscal Years Ended August 31, 2017
and 2016
71: EX-99.70 Form 9 Notice of Issuance of Securities Dated HTML 74K
January 17, 2019
72: EX-99.71 Consent of Rsm Canada LLP HTML 26K
73: EX-99.72 Consent of Macias Gini & O'Connell LLP HTML 25K
74: EX-99.73 Consent of Sheehan & Company, C.P.A, P.C. HTML 27K
75: EX-99.74 Consent of Davidson & Company LLP HTML 29K
9: EX-99.8 Certification of Annual Filings Venture Issuer HTML 22K
Basic Certificate by CEO Dated December
4, 2017
10: EX-99.9 Certification of Annual Filings Venture Issuer HTML 22K
Basic Certificate by Acting CFO Dated
December 4, 2017
Exhibit 99.26
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Company |
Applied Inventions Management
Corp. (“Applied” or the “Company”)
1 Adelaide Street East, Suite 801
Toronto, ON M5C 2V9
| Item 2. | Date of Material Change |
| Item 3. | News Release |
News releases disseminated on September 21, 2018 via a Canadian news wire service and filed on SEDAR.
| Item 4. | Summary of Material Change |
Applied and High Street Capital Partners, LLC (d/b/a Acreage Holdings) (“Acreage Holdings”) announced that they have entered into a definitive business combination agreement (the “Combination Agreement”) pursuant to which, among other things, Acreage Holdings will complete a reverse take-over of Applied (the “Proposed Transaction”) and the securityholders of Acreage Holdings will hold substantially all of the outstanding securities of Applied following the Proposed Transaction (the “Resulting Issuer”).
| Item 5. | Full Description of Material Change |
Details of the Proposed Transaction:
Pursuant to the Combination Agreement, and upon the satisfaction or waiver of the conditions set out therein, the following, among other things, will be completed in connection with the consummation of the Proposed Transaction:
| • | Applied will continue from the Province of Ontario into the Province of British Columbia and will: (i) subdivide its existing Class B multiple voting shares (the “Class B Multiple Voting Shares”) on the basis of one and one- half (1.5) Class B Multiple Voting Shares for each Class B Multiple Voting Share issued and outstanding immediately prior thereto; (ii) consolidate its issued and outstanding Class A subordinate voting shares (“Applied Class A Subordinate Voting Shares”) such that Acreage Holdings units are ultimately exchanged on a 1:1 basis for Resulting Issuer subordinated voting shares pursuant to the Proposed Transaction (the “Consolidation”); (iii) approve the adoption of Articles under the Business Corporations Act (British Columbia) which will effect the amendment of Applied’s existing Articles to amend the terms of the Applied Class A Subordinate Voting Shares such that they will have special rights and restrictions and be renamed “Class A Subordinate Voting Shares”; (B) create a new class of shares consisting of an unlimited number of “Class B Proportionate Voting Shares” having special rights and restrictions; (C) create a new class of shares consisting of an unlimited number of “Class C Multiple Voting Shares” having special rights and restrictions; (D) amend the terms of the existing Class B Multiple Voting Shares such that they will have the same special rights and restrictions as the Class A Subordinate Voting Shares pursuant to (A) above; and (E) delete the Corporation’s Class C preference shares in their entirety; (iv) change its name to Acreage Holdings, Inc.; (v) appoint MNP LLP as auditors of Resulting Issuer; (vi) approve a new equity compensation plan; and (vii) change its financial year end to December 31 (collectively, all of the foregoing are referred to as the “Shareholder Approval Matters”); |
C:
| CAN: 28427127.2 |
| • | holders of outstanding Acreage Holdings convertible debt will convert such indebtedness into Acreage Holdings units; |
| • | certain Acreage Holdings unit holders (including the holders of Acreage Holdings convertible debt) will exchange their units of Acreage Holdings for Class A Subordinate Voting Shares, Class B Proportionate Voting Shares and/or Class C Multiple Voting Shares of the Resulting Issuer; |
| • | all outstanding Acreage Holdings warrants will be amended for warrants of the Resulting Issuer; and |
| • | the board of directors and management of the Resulting Issuer will be replaced with nominees of Acreage Holdings. |
Following the completion of the Proposed Transaction, Mr. Kevin Murphy, the Chief Executive Officer of Acreage Holdings and the anticipated Chief Executive Officer of the Resulting Issuer will own all of the outstanding Class C Multiple Voting Shares of Acreage Holdings, Inc., which is anticipated to represent up to approximately 86.2% of the total votes ascribed to all of the Resulting Issuer’s outstanding shares.
The Proposed Transaction is expected to close in November of 2018 and is subject to the conditions set out in the Combination Agreement, including obtaining the requisite approval of Acreage Holdings’ and Applied’s securityholders. Acreage Holdings and Michael Stein, the President and Chief Executive Officer of Applied and the holder of 20,337 Class A Subordinate Voting Shares and 7,637,678 Class B Multiple Voting Shares, have entered into a lock-up agreement, which provides that, among other things, Mr. Stein will vote all of his securities in favour of the Shareholder Approval Matters and will take all steps reasonably requested by Acreage Holdings to facilitate the completion of the Proposed Transaction.
Acreage Holdings currently intends to complete a concurrent private placement (the “Acreage Financing”) of subscription receipts (the “Acreage Subscription Receipts”) through a special purpose vehicle to accredited investors. Acreage Holdings has engaged Canaccord Genuity LLC, a leading Canadian independent investment dealer, to act as lead agent and sole bookrunner in connection with the Acreage Financing. The Acreage Subscription Receipts are proposed to ultimately be exchanged, upon the satisfaction of certain conditions, for Resulting Issuer Class A Subordinate Voting Shares in connection with the Proposed Transaction on a one-for-one (post-Consolidation) basis.
C:
| CAN: 28427127.2 |
Pursuant to the Proposed Transaction, the Applied securityholders immediately prior to the completion of the Proposed Transaction will hold post-Consolidation Applied Class A Subordinate Voting Shares with a value, based on the Acreage Financing price, of CAD$1.5 million. Further details of the Proposed Transaction will be included in disclosure documents (which will include business and financial information in respect of Acreage Holdings) to be filed by Applied in connection with the Proposed Transaction. It is anticipated that a special shareholders’ meeting of Applied to approve, among other matters, the Shareholder Approval Matters and any other necessary matters in connection with the Proposed Transaction, will take place on November 6, 2018.
Management and Organization
Following the closing of the Proposed Transaction, the Resulting Issuer will be led by Kevin Murphy, Chief Executive Officer and Chairman of the Board, George Allen, President and Glen Leibowitz, Chief Financial Officer. The Resulting Issuer’s board of directors (the “Board”) is expected to be comprised of six representatives, all of whom will be nominated by Acreage Holdings. In addition to Mr. Murphy, Board seats will be filled by current Acreage Holdings Board of Advisors members, former Speaker of the U.S. House of Representatives, John Boehner and former Massachusetts Governor, Bill Weld.
Listing
An application has been made to list the Resulting Issuer’s subordinate voting shares on the Canadian Securities Exchange (the “Exchange”) upon completion of the Proposed Transaction. The listing will be subject to satisfying all of the Exchange’s initial listing requirements.
| Item 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
Not Applicable.
| Item 7. | Omitted Information |
No information has been omitted from this Material Change Report.
| Item 8. | Senior Officer |
The following senior officer of the Company is knowledgeable about the material change and the Material Change Report, and may be contacted by the Commission as follows:
Michael Stein, President Telephone: 416-410-7722
| Item 9. | Date of Report |
| This ‘40FR12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/29/19 | None on these Dates | ||
| 11/6/18 | ||||
| 10/1/18 | ||||
| 9/21/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/24 Acreage Holdings, Inc. 10-K/A 12/31/23 13:796K 4/30/24 Acreage Holdings, Inc. 10-K 12/31/23 112:13M 5/01/23 Acreage Holdings, Inc. 10-K 12/31/22 112:14M 3/11/22 Acreage Holdings, Inc. 10-K 12/31/21 116:16M 4/22/21 Acreage Holdings, Inc. S-1/A 3:2.9M Toppan Merrill/FA 3/26/21 Acreage Holdings, Inc. 10-K 12/31/20 115:18M 2/08/21 Acreage Holdings, Inc. S-1 8:4.2M Toppan Merrill/FA 10/21/20 Acreage Holdings, Inc. S-3 6:2.2M Toppan Merrill/FA 8/21/20 Acreage Holdings, Inc. S-3/A 3:944K Toppan Merrill/FA 8/14/20 Acreage Holdings, Inc. 10-K/A 12/31/19 14:3.5M |