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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/01/20 Wolverine Partners Corp. 1-A 45:44M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 1-A Offering Statement -- primary_doc.xml HTML 10K 2: PART II AND III Offering Statement - Parts II and III HTML 901K 3: EX1A-1 UNDR AGMT Exhibit 1A-1 HTML 39K 4: EX1A-2A CHARTER Exhibit 1A-2A HTML 77K 5: EX1A-2B BYLAWS Exhibit 1A-2B HTML 71K 6: EX1A-4 SUBS AGMT Exhibit 1A-4 HTML 78K 7: EX1A-6 MAT CTRCT Exhibit 1A-6A HTML 267K 33: EX1A-6 MAT CTRCT Exhibit 1A-6Aa HTML 71K 8: EX1A-6 MAT CTRCT Exhibit 1A-6B HTML 491K 34: EX1A-6 MAT CTRCT Exhibit 1A-6Bb HTML 42K 9: EX1A-6 MAT CTRCT Exhibit 1A-6C HTML 134K 35: EX1A-6 MAT CTRCT Exhibit 1A-6Cc HTML 67K 10: EX1A-6 MAT CTRCT Exhibit 1A-6D HTML 124K 36: EX1A-6 MAT CTRCT Exhibit 1A-6Dd HTML 76K 11: EX1A-6 MAT CTRCT Exhibit 1A-6E HTML 157K 37: EX1A-6 MAT CTRCT Exhibit 1A-6Ee HTML 178K 12: EX1A-6 MAT CTRCT Exhibit 1A-6F HTML 77K 38: EX1A-6 MAT CTRCT Exhibit 1A-6Ff HTML 34K 13: EX1A-6 MAT CTRCT Exhibit 1A-6G HTML 66K 39: EX1A-6 MAT CTRCT Exhibit 1A-6Gg HTML 67K 14: EX1A-6 MAT CTRCT Exhibit 1A-6H HTML 40K 40: EX1A-6 MAT CTRCT Exhibit 1A-6Hh HTML 154K 15: EX1A-6 MAT CTRCT Exhibit 1A-6I HTML 61K 41: EX1A-6 MAT CTRCT Exhibit 1A-6Ii HTML 97K 16: EX1A-6 MAT CTRCT Exhibit 1A-6J HTML 70K 17: EX1A-6 MAT CTRCT Exhibit 1A-6K HTML 75K 18: EX1A-6 MAT CTRCT Exhibit 1A-6L HTML 44K 19: EX1A-6 MAT CTRCT Exhibit 1A-6M HTML 69K 20: EX1A-6 MAT CTRCT Exhibit 1A-6N HTML 77K 21: EX1A-6 MAT CTRCT Exhibit 1A-6O HTML 61K 22: EX1A-6 MAT CTRCT Exhibit 1A-6P HTML 32K 23: EX1A-6 MAT CTRCT Exhibit 1A-6Q HTML 73K 24: EX1A-6 MAT CTRCT Exhibit 1A-6R HTML 43K 25: EX1A-6 MAT CTRCT Exhibit 1A-6S HTML 70K 26: EX1A-6 MAT CTRCT Exhibit 1A-6T HTML 79K 27: EX1A-6 MAT CTRCT Exhibit 1A-6U HTML 64K 28: EX1A-6 MAT CTRCT Exhibit 1A-6V HTML 33K 29: EX1A-6 MAT CTRCT Exhibit 1A-6W HTML 69K 30: EX1A-6 MAT CTRCT Exhibit 1A-6X HTML 44K 31: EX1A-6 MAT CTRCT Exhibit 1A-6Y HTML 68K 32: EX1A-6 MAT CTRCT Exhibit 1A-6Z HTML 68K 42: EX1A-11 CONSENT Exhibit 1A-11 HTML 12K 43: EX1A-12 OPN CNSL Exhibit 12A HTML 32K 44: EX1A-12 OPN CNSL Exhibit 12B HTML 154K 45: EX1A-15 ADD EXHB Exhibit A HTML 13K
Exhibit 12A
Wolverine Partners Corp., d/b/a/ Gage Cannabis Co.
Toronto Dominion Center
77 King Street West, Suite 400
Toronto, Ontario
M5K 0Al
Dear Sirs/Mesdames:
| Re: | Wolverine Partners Corp. — Offering Statement pursuant to Tier 2 of Regulation A |
| I. | INTRODUCTION |
We have acted as Ontario counsel to Wolverine Partners Corp. d/b/a Gage Cannabis Co. (the “Company”), a corporation incorporated under the Canada Business Corporations Act in connection with the offering statement pursuant to Tier 2 of Regulation A which has been filed with the Securities and Exchange Commission (the “Commission”) on July 2, 2020 (the “Offering Statement”), relating to the offer and sale by the Company of up to 571,428 Proportionate Voting Shares (each a “Share” and collectively, the “Shares”) at a price of US$87.50 per Share, for gross proceeds to the Company of up to US$50,000,00, before deduction of any offering expenses (the “Offering”).
This opinion is being delivered to you in compliance with 17 CFR 230.253 — Form 1/A, Part III, Item 17(12) of the Regulation A Offering Statement under the Securities Act of 1933, as amended (the “Act”).
| II. | SCOPE OF EXAMINATION |
In rendering this opinion letter, we have examined, among other things:
| (i) | a certificate of an officer of the Company dated the date hereof as to the articles and by-laws of the Company, as to the board resolution approved by the directors on May 8, 2020 authorizing the Offering and as to certain facts respecting the Company (the “Officer’s Certificate”), a copy of which is being delivered herewith; and |
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| (ii) | a certificate of compliance electronically retrieved from the official records of the Corporations Canada under the Canada Business Corporations Act in respect of the Company on July 2, 2020. |
We have also considered such questions of law, made such investigations and examined such originals, facsimiles or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials, and such additional public and corporate records, records of corporate proceedings, certificates and other documents as we have considered relevant or necessary in order to render the opinions expressed below, and have relied, without independent investigation, on all statements as to matters of fact contained in such documents.
| III. | JURISDICTION AND EFFECTIVE DATE |
We are solicitors qualified to practice law in the Province of Ontario and we express no opinion as to the laws of any jurisdiction, or as to any matters governed by the laws of any jurisdiction, other than the laws of the Province of Ontario and the laws of Canada applicable therein. The opinions herein are based on the laws of the Province of Ontario and the laws of Canada applicable therein in effect on the date hereof.
Our opinions are given to you as of the date hereof and we disclaim any obligation or undertaking to advise you of any change in law or fact affecting or bearing upon our opinions occurring after the date hereof which may come or be brought to our attention.
| IV. | ASSUMPTIONS AND RELIANCES |
The opinions expressed herein are subject to the following exceptions, qualifications and assumptions:
| 1. | We have assumed, with respect to all of the documents examined by us, the genuineness of all signatures, the identity and legal capacity at all relevant times of any person (as defined in the Securities Act (Ontario)) signing any of such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as a certified or true copy or as a reproduction (including facsimiles and electronic transmissions) and the truthfulness and accuracy and completeness of the corporate records of the Company in our possession and of all certificates and declarations of public officials and officers of the Company, including, in particular, the Officer’s Certificate, not being aware of any reason why the addressee of this opinion would not be entitled to rely on any of the certificates upon which we are relying in rendering this opinion. |
| 2. | We have assumed the truth, accuracy and completeness of all information provided to us by offices of public record and, without limiting the generality of the foregoing, that all invoices and filing systems maintained in all public offices where we have searched or inquired or where we have caused searches or inquiries to be conducted, were current and accurate as of the time of such searches or inquiries and remain current and accurate. |
C:
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| 3. | We have, with respect to certain factual matters, relied exclusively and without independent investigation upon the Officer’s Certificate. |
| 4. | To the extent the Officer’s Certificate, and any other certificate or document referenced herein is based on any assumption, given in reliance on any other certificate or document, understanding or other criteria or is made subject to any limitation, qualification or exception, our opinions are also based on such assumption, given in reliance on such other certificate, document, understanding or other criteria and are made subject to such limitation, qualification and exception. For greater certainty, where the Officer’s Certificate affirms a statement of fact, understanding or other factor based on the belief, knowledge, awareness or understanding (or lack thereof, respectively) of the officer signing the Officer’s Certificate (the “Certifying Officer”), we have assumed without independent verification that such belief, knowledge, awareness or understanding (or lack thereof) is and remains fully accurate, correct and complete. |
| 5. | We have also assumed without independent verification that the Certifying Officer has been duly appointed to the position as indicated in the Officer’s Certificate, remains in such office as of the date of the applicable certificate and has the power, capacity, authority and requisite knowledge to certify the information contained therein, and that the Officer’s Certificate and all information contained therein was and remains fully accurate, correct and complete. |
| 6. | We have assumed that no order, ruling or decision of any court or regulatory or administrative body is or will be in effect at any material time that restricts any trades in securities of the Company. |
| 7. | We have assumed that (i) the Company has filed the Offering Statement, and any amendments thereto) that qualifies, registers, or permits the offering of the Shares in accordance with the Act, (ii) the Offering Statement, and any amendments thereto (including post-effective amendment), will have received, if required, the SEC’s receipt or similar acknowledgement of approval or clearance and have become effective, and no stop order suspending its effectiveness will have been issued and remain in effect; (ii) the terms of the Shares issued and sold are in compliance with applicable federal, provincial and state securities laws and in the manner specified in the Offering Statement; (iii) each person executing relevant documents (other than persons executing documents on behalf of the Company) has the legal capacity and authority to do so, and; (iv) the aggregate number of shares of the Company which would be outstanding after the issuance or reservation for issuance of the Shares consisting of Proportionate Voting Shares or Subordinate Voting Shares, together with the number of shares of Proportionate Voting Shares or Subordinate Voting Shares previously issued and outstanding and the number of shares of Proportionate Voting Shares and Subordinate Voting Shares previously reserved for issuance upon the conversion or exchange of other securities issued by the Company does not exceed the number of then authorized shares of the Company. |
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| 8. | We have assumed that the Shares issued pursuant to the Offering will only be issued to U.S. residents and that the Company has implemented sufficient measures in the circumstances of the distribution to make it reasonable to conclude that the Shares come to rest outside Canada. |
| 9. | We have assumed that all covenants of the Company and the purchasers of the Shares have been or will be performed as required under the Offering Statement, and that all of the representations and warranties of the representations of the purchasers of Shares are true and correct. |
| 10. | We have assumed that all cheques, bank drafts, wire transfers and other methods of payment delivered in consideration for the Shares will be honoured upon presentation or will otherwise result in the receipt by the Company of the funds represented by such cheques, bank drafts, wire transfers or other methods of payment. |
| 11. | We have assumed that no agreement, order, ruling or decision of any court, regulatory or administrative body is in effect at any relevant time that restricts any trades in the securities of the Company that affects any person who engages in such trades or that has the effect of preventing or restricting the offering. |
| 12. | There are no Ontario “registrants” (as such term is defined under Ontario securities laws) involved in any of the trades of the Shares and the Company is not a “related party”, “connected party”, “related issuer”, or “connected issuer” of any Ontario registrant. |
| V. | OPINIONS |
Based and relying upon and subject to the foregoing assumptions, qualifications and limitations, we are of the opinion that the Shares, when issued, sold and delivered against payment therefor as described in the Offering Statement, will be validly issued, fully paid and non-assessable.
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| VI. | RELIANCE |
We hereby consent to the filing of this opinion as an exhibit to the Company’s Offering Statement to be filed with the Commission. This opinion may not be used or relied upon for any other purpose. In given this consent, we do not admit that we are within a category of persons whose consent is required under the Act or the rules and regulations of the Commission promulgated under the Act.
Our opinion herein is rendered as of the date of this letter, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may come to our attention and that may alter, affect or modify such opinion. This opinion is limited to the matters stated herein, and we render no opinion, by implication or otherwise, as to any other matters relating the Company, the Offering Statement, the Shares, or any shares other than the Shares.
| Yours very truly, | |
| DICKINSON WRIGHT LLP | |
 |
|
| PMA/LDK |
| This ‘1-A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/1/20 | CORRESP, DOS, DOS/A | ||
| 7/2/20 | ||||
| 5/8/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/21 Gage Growth Corp. 1-K 12/31/20 2:1.6M Toppan Merrill/FA 9/18/20 Gage Growth Corp. 1-A/A 4:1.7M Toppan Merrill/FA 9/17/20 SEC UPLOAD¶ 10/26/20 2:43K Gage Growth Corp. 9/14/20 Gage Growth Corp. 1-A/A 4:1.7M Toppan Merrill/FA |