Stem Holdings, Headwaters announce term sheet for business combination

Stem Holdings (STMH) announces that it has executed a term sheet for a proposed business combination with Headwaters, LLC. Pursuant to the term sheet, the transaction will result in a reverse takeover of the company and, subject to the satisfaction of all listing conditions, the listing of the combined entity on the Canadian Securities Exchange and the OTCQB Venture. Following the closing of the transaction, it is expected that the former equity holders of HDWTR will own approximately 80% of the issued and outstanding shares of the company. The transaction is subject to, among other matters, the execution of a mutually agreeable definitive agreement, completion of due diligence and subject to several conditions including, but not limited to, stockholder approval, delivery of acceptable financial statements, board of directors’ approval and satisfaction of all regulatory and stock exchange approvals. The Transaction is expected to be completed by way of an amalgamation, merger or other form of business combination to be determined by the parties following receipt of securities, corporate and tax law advice. "Over the past 12 months, Stem has worked tirelessly to find the right company to transact a business combination with. We could not be more excited about combining forces with Headwaters, LLC. Not only will this transaction bring world-renowned cultivation processes, but by combining with Stem and our existing footprint of brands and retail locations, we instantly become a pre-eminent vertically integrated and profitable cannabis company with a new platform and a vision to bolster on even more accretive transactions in the future," said Matthew Cohen, CEO of Stem.