February 8, 2022

Trees Corporation inks deal to acquire all shares of Miraculo; announces leadership changes

Miraculo is a private Canadian integrated media, technology, and consumer product company that addresses the needs of underserved audiences in the medical cannabis and CBD market

Trees Corporation - Trees Corporation inks deal to acquire all shares of  Miraculo Inc; announces leadership changes

The three-cornered amalgamation agreement includes the appointment of Michael Klein, CEO of Miraculo, as chief executive officer and a director of the company

Trees Corporation (NEO:TREE.AQN) said it has entered into a definitive agreement to carry out a three-cornered amalgamation which will see it acquire Miraculo Inc, a private Canadian integrated media, technology, and consumer product company that addresses the needs of underserved audiences in the medical cannabis and CBD market.

Under the agreement, Trees said Miraculo will amalgamate with 1000101203 Ontario Inc., a wholly-owned subsidiary of the company (Subco) to form an amalgamated entity (Amalco) through which it will acquire all of the issued and outstanding shares of Miraculo.

Miraculo has launched several verticals including ‘cannabisMD.com’ a consumer-education platform designed to help guide consumers on their exploration of the benefits of medical cannabis and CBD, and ‘askCMD.com’, a proprietary recommendation engine that guides consumers to those CBD products that best fit their needs.

Trees said the amalgamation agreement includes the appointment of Michael Klein, CEO of Miraculo, as chief executive officer and a director of the company and the appointment of G. Scott Paterson, a director of Miraculo, to the board. 

“With the combination of Trees and Miraculo, we will own the ‘360 cannabis consumer’ – in store and across digital platforms,” said Klein, the incoming CEO, in a statement. 

“While continuing to be known as a leader in the adult consumption market, Trees is home to the cannabis curious, an untapped opportunity and one of the largest growth segments in the industry. Such individuals seek trusted and authoritative content on the health and wellness benefits of the plant to expand beyond the psychoactive response to assistance for those who are new to cannabis,” he added.

The board also appointed Jeff Holmgren as president effective immediately. He will continue to lead the company’s strategic growth and operational excellence as it enters a new phase of growth for 2022 and beyond. 

“The acquisition of Miraculo is an important part of our re-envisioning of the Trees brand and an entry point into the US with multiple potential revenue verticals,” said Holmgren.

Subject to the closing of the amalgamation, the leadership team of the company is expected to be as follows:

  • Jeffrey Holmgren –president, chief financial officer, and director
  • Michael Klein – CEO and director
  • James Ward – director
  • Fraser Clarke – director
  • G. Scott Paterson – director

Terms of the amalgamation

Under the amalgamation, each common share in the capital of Trees Subco will be exchanged for one common share in the capital of Amalco.

The Miraculo shares held by the shareholders of Miraculo will be exchanged on a pro-rata basis for an aggregate of up to 13,640,000 common shares of Trees and an aggregate of up to 6,820,000 warrants to purchase Trees shares (warrant share) exercisable at $0.11 each until December 31, 2024.

Contact the author: patrick@proactiveinvestors.com