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Sea Hunter merges with Baker Technologies Inc., Briteside Holdings, LLC, and Santé Veritas Holdings Inc. in four-way business combination and Canadian reverse takeover

November 2018

Client(s) Sea Hunter Therapeutics, LLC, et al.

Jones Day advised Sea Hunter Therapeutics LLC and its parent company Sea Hunter Holdings LLC in connection with a four-way business combination and Canadian reverse takeover (RTO) in which a new Canadian public company (Tilt Holdings) to be listed on the Canadian Securities Exchange (CSE) acquired the equity of Sea Hunter, Baker Technologies Inc. and Briteside Holdings LLC (U.S. companies), and Santé Veritas Holdings Inc., a Canadian corporation, in exchange for new equity in Tilt Holdings. Tilt Holdings’ capital structure includes a separate class of compressed common shares intended to preserve the public company’s status as a foreign private issuer under the U.S. securities laws. The business combination also includes a concurrent subscription receipts (best efforts equity private placement) offering in Canada to institutional investors.

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