Kingsdale Advisors is acting as strategic shareholder, proxy solicitation, and communications advisor to GrowMax. McCarthy Tetrault LLP and Lobo & de Rizzo Advogados are acting as Canadian and Brazilian legal advisors to GrowMax, respectively. Cassels Brock & Blackwell LLP and Castro, Barros, Sobral, Gomes Advogados are acting as Canadian and Brazilian legal advisors to the vendors, respectively.
GrowMax Resources Corp. (“GrowMax”) (TSX-V: GRO) has entered into a Share Purchase Agreement (the “SPA”) with Parsec Capital LP and Four Joses Holdings Limited dated August 20, 2018 for the acquisition of Fertimar Mineração e Navegação Ltda. (“Fertimar”), a privately-held established Brazilian producer of premium organic animal feed and plant fertilizer products based on lithothamnion.
Fertimar operates under the name Primasea Nutrição Animal e Vegetal (“PrimaSea”). References to PrimaSea in this press release are references to Fertimar in all respects.
Under the terms of the SPA, GrowMax will acquire all of the issued and outstanding shares of the company which wholly-owns Fertimar in exchange for common shares of GrowMax which will represent 50% of the issued and outstanding shares of GrowMax (213,925,645 GrowMax’s shares) (the “Acquisition”). This represents a value of approximately $0.15 per GrowMax share based on GrowMax’s estimated cash reserves at closing of C$32.5 million, or a 30% premium over GrowMax’s 60-day volume weighted average price.
The Acquisition will be subject to approval by Growmax’s shareholders at its Annual and Special Meeting of Shareholders to be held on September 25th, 2018. The Acquisition will require the approval of at least a majority of the votes cast by the holders of GrowMax common shares.
Lobo de Rizzo Advogados advised GrowMax Resources Corp. with Daniella Tavares (Picture) and Mariana Coelho Castello.
McCarthy Tétrault advised GrowMax Resources Corp. with Frederico Marques, Gary Litwack, Nathan Robb and Curtis Merry.
BMA – Barbosa, Müssnich, Aragão advised Parsec Capital LP with Fábio Henrique Peres, Hermano Notaroberto Barbosa, Matheus Piconez and Julia Carniel Rosa.
Involved fees earner: Daniella Tavares – Lobo & de Rizzo; Mariana Coelho Castello – Lobo & de Rizzo; Fábio Henrique Peres – Barbosa, Müssnich & Aragào; Julia Carniel Rosa – Barbosa, Müssnich & Aragào; Hermano Notaroberto Barbosa – Barbosa, Müssnich & Aragào; Thais de Barros Meira – Barbosa, Müssnich & Aragào; Frederico Marques – McCarthy Tétrault; Gary Litwack – McCarthy Tétrault; Nathan Robb – McCarthy Tétrault; Curtis Merry – McCarthy Tétrault;