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Toronto, Ontario–(Newsfile Corp. – February 23, 2021) – Canada Iron Inc. (“Canada Iron“or the”Company“) is pleased to announce that it has entered into a binding Letter of Agreement (the “Letter OK“) dated February 23, 2021 with Humble & Fume Inc. (“Humble“) to effect a business combination through a transaction that will constitute a reverse takeover of the Company by Humble (the “Transaction“). The issuer resulting from the Operation (the “Resulting emitter“) will continue the ongoing operations of Humble. In addition, Canada Iron is pleased to announce that Humble intends to complete a private placement of subscription receipts to raise aggregate gross proceeds of at least $10,000,000 ( the “Humble Funding“).

Description of Humble and its business

Humble is uniquely positioned as the largest integrated cannabis distribution solution for retailers, licensed producers, multi-state operators and cannabis customers. Humble’s business is built around three key pillars: (1) distribution of cannabis accessories in North America; (2) extraction and formulation via its 100% subsidiary Fume Labs, which is the designer and operator of all the concentrates created; and (3) HumbleCannabis Solutions, Humble’s wholly-owned subsidiary that provides the only sales force in Canada capable of offering a complete cannabis branding and accessories solution to retailers.

Learn more about www.humbleandfume.com.

The letter of agreement

Pursuant to the letter agreement, it is currently expected that the transaction will be effected by way of a three-party amalgamation, share exchange, merger, amalgamation, arrangement or any other form of similar transaction deemed acceptable by the parties. As part of the transaction, Canada Iron will reconstitute its board of directors and change its name to one requested by Humble (the “Name change“) and the Resulting Issuer will carry on business under the new name.

The Letter of Agreement includes a number of conditions upon closing of the transaction, including, but not limited to, required shareholder approvals, including Humble and Canada Iron shareholder approval, consolidation (the “Consolidation“) of Canada Iron Shares (as defined below), including those issued pursuant to the Canada Iron Funding Settlement and Canada Iron Debt (each defined below), so that shareholders receive shares with a value of $1.25M based on the issue price (as defined below), approvals from all regulatory agencies having jurisdiction over the transaction, the completion of the modest financing, the financing of Canada Iron, the settlement of Canada Iron’s debt and other closing conditions customary to transactions of the nature of Canada Iron intends to convene an annual and special general meeting of its shareholders (the “Meeting“) in due course, and its shareholders will be asked to approve, among other things, the following matters at the meeting: the reconstitution of the board of directors of Canada Iron, the change of name, the consolidation and, upon request, the adoption of an omnibus equity compensation plan (collectively, the “Canada Iron Meeting Matters“).

Canada Iron is a reporting issuer under the securities laws of the provinces of British Columbia and Alberta whose common shares have never been posted for trading on any marketplace. Canada Iron intends to apply to list its common shares on the Canadian Securities Exchange (the “CSE“) and, if and upon satisfaction of the initial listing requirements of the CSE, the common stock of the Resulting Issuer (the “Resulting Issuer Shares“) are expected to begin trading on the CSE after the Transaction closes.

Modest funding

In connection with the Transaction, Humble intends to complete a private placement offering a minimum of 10,000,000 Subscription Receipts (each, a “subscription receipt“) of Humble at a price of $1.00 per Subscription Receipt (the “Issue price“) for aggregate gross proceeds of a minimum of $10,000,000. Upon satisfaction or waiver of, among other things, all conditions precedent to completion of the Transaction, each Subscription Receipt will be converted into one Unit of Humble (a “Humble unit“), each Humble unit consisting of one (1) ordinary share of Humble (one “Humble sharing“) and half of one (1/2) common share purchase warrant of Humble (each whole warrant, one “humble mandate“). Each humble warrant will be exercisable for one humble share at an exercise price of $1.40 for a period of 36 months following the closing of the transaction. The final terms and structure of the humble financing will be determined. in the context of the market and will be agreed between Humble and the agents of Humble Funding. Upon closing of the Transaction, Humble Shares and Humble Warrants will be exchanged for Resulting Issuer Shares and Humble Warrants. the Resulting Issuer (“Resulting Issuer Warrants“) on economically equivalent terms on a 1:1 basis. Humble may issue broker warrants and pay finder’s fees in connection with Humble funding on terms to be determined.

The net proceeds of the Humble Funding will be used by the Resulting Issuer for working capital and general corporate purposes.

Canada Iron Financing and Debt Settlement

As part of the transaction, Canada Iron also intends to complete a private placement (the “Canada Iron Financing“) of 13,974,122 units (each, one “Canada Iron Unit“) of Canada Iron at a price of $0.0042937 per Unit for aggregate gross proceeds of $60,000. Each Unit of Canada Iron will consist of one common share (each, a “Canada’s share of iron“) and one-half (1/2) common share purchase warrant (each whole warrant, one “Canada’s Iron Mandate“), each Canada Iron warrant exercisable at a price of $0.0064405 into one Canada Iron share for a period of 36 months following the completion of the transaction. creditors of Canada Iron Units at a deemed price of $0.0042937 per unit (the “Settlement of Canada’s iron debt“). After adjusting for the Combination, the effective price of the Canada Iron Units and the exercise price of the Canada Iron Warrants will be $1.00 and $1.50, respectively, such that their beneficiaries will acquire a interest in the Resulting Issuer on the same economic terms as investors in the Humble Funding.

Listing Statement and Full Press Release

In connection with the Transaction and in accordance with the requirements of the CSE, the Company intends to file a registration statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the transaction, Canada Iron, Humble and the resulting issuer. Investors are cautioned that, except as otherwise set forth in the registration statement, any information published or received regarding the transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the transaction will be completed as proposed or at all.

The parties will issue a full press release regarding the transaction in due course.

More information

Investors are cautioned that any information published or received regarding the transaction in this press release may not be complete and should not be relied upon.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities to be issued under the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any state securities law. securities and may not be offered or sold in the United States or to United States Persons, unless registered under the US Securities Act and applicable state securities laws or an exemption of such registration is available.

Completion of the transaction is subject to a number of conditions, including, but not limited to, acceptance of the CSE and, if applicable, disinterested shareholder approval. If applicable, the Transaction cannot be completed until the required shareholder approval has been obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, unless otherwise specified in the management information circular or registration statement to be prepared in connection with the transaction, any information published or received regarding the transaction may not be accurate or complete and may not should not be invoked. Trading in the securities of Canada Iron should be considered highly speculative.

The CSE has in no way passed on the merits of the transaction and has neither approved nor disapproved of the contents of this press release.

About Canada Iron Inc.

Canada Iron Inc. is a mineral exploration company with no current activities or operations.

Cautions Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposed transaction and related transactions. Such forward-looking statements can be identified by words such as “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements regarding, among other things, the listing of Canada Iron shares on the CSE, the expected terms of the transaction, the number of Canada Iron securities that may be issued in connection with the transaction, the Humble financing, Canada Iron’s financing, Canada Iron’s debt settlement, shareholder approval, Humble’s strategic plans and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be construed as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those implied by such statements. Although these statements are based on management’s reasonable assumptions, there can be no assurance that the transaction will occur or that, if the transaction does occur, it will be completed on the terms described above. Canada Iron and Humble assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances, except as required by applicable law.

For more information please contact:

Iron Canada Inc.

Michael Lerner, CEO and Director
Phone: 416-710-4906
E-mail: [email protected]

Humble & Smoke Inc.
Graham Meneray
[email protected]

NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR BROADCASTING IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75287