Tokyo Smoke Announces Merger with DOJA Cannabis and Strategic Investment from Aphria Inc.

December 21, 2017

TS Brandco Holdings Inc. (“Tokyo Smoke”), an award-winning cannabis lifestyle brand, and DOJA Cannabis Company Limited (“DOJA”) (CSE: DOJA) announced the entering into of a binding letter of intent (“LOI”) on December 20, 2017 pursuant to which DOJA proposes to acquire all of the shares of Tokyo Smoke (the “Merger”) in exchange for shares of DOJA. The Merger will create a combined cannabis company anticipated to be called “Hiku Brands Company Ltd.” (“Hiku”).

Concurrently, Aphria Inc. (“Aphria”) (TSX: APH) (OTCQB: APHQF) entered into a binding agreement pursuant to which Aphria committed to make a $10 million strategic equity investment in Hiku (the “Strategic Investment”).

Hiku ​​is ​​focused ​​on ​​handcrafted ​​cannabis ​​production, ​​immersive ​​retail ​​experiences, ​​and ​​building ​​a ​​portfolio of ​​iconic, ​​engaging ​​cannabis ​​lifestyle ​​brands. ​​Hiku ​​is ​​differentiated ​​as ​​the ​​only ​​Canadian ​​craft ​​cannabis producer ​​with ​​a ​​significant ​​national ​​retail ​​footprint ​​and ​​a ​​growing ​​brand ​​house ​​including ​​premium ​​cannabis lifestyle ​​brands ​​DOJA, ​​Tokyo ​​Smoke, ​​and ​​Van ​​der ​​Pop.

Wildeboer Dellelce LLP represented Tokyo Smoke in connection with negotiating the structure and terms of the Merger and the Strategic Investment, with a team that included Jeff Hergott, Michael Rennie, Rebecca Cochrane, Amir Torabi (corporate/securities/mergers & acquisitions) and Katy Pitch (tax).