Announcement • May 01
Red Light Holland Corp. (CNSX:TRIP) completed the acquisition of Filament Health Corp. (OTCPK:FLHL.F) for CAD 7 million.
Red Light Holland Corp. (CNSX:TRIP) entered into a letter of intent to acquire Filament Health Corp. (OTCPK:FLHL.F) for CAD 2.8 million on December 8, 2025. Red Light Holland Corp. entered into a definitive arrangement agreement to acquire Filament Health Corp. for CAD 2.8 million on March 10, 2026. Under the terms of the Arrangement Agreement, each outstanding common share of Filament will be exchanged for Consideration Shares of Red Light, based on an exchange ratio to be determined in accordance with the Arrangement Agreement, at a deemed price per Consideration Share equal to the greater of: (i) CAD 0.02 (the "Floor Price"); (ii) the ten-day VWAP of Red Light shares ending five business days prior to the Effective Date, and (iii) the ten-day VWAP of Red Light shares commencing the first full business day following the public announcement of the Arrangement Agreement, subject to applicable law and policies of the CSE (the "Consideration Share Price"). In case of termination of transaction, parties will pay a termination fee of CAD 0.50 million.
The transaction is subject to subject to court approval, approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board and approval of offer by target shareholders. The deal has been unanimously approved by the board. The expected completion of the transaction is second quarter of 2026. As of April 24, 2026, Filament’s shareholders approved the proposed plan of arrangement. As of April 29, 2026, Supreme Court of British Columbia has issued a final order (the “Final Order”) approving transaction. It is anticipated that the Arrangement will be completed on or about April 29, 2026.
Evans & Evans, Inc. acted as fairness opinion provider for Filament Health Corp. Adam Fishman of Garfinkle, Biderman LLP acted as legal advisor for Red Light Holland Corp. Jonathan Conlin of Fasken Martineau DuMoulin LLP acted as legal advisor for Filament Health Corp. Odyssey Trust Company acted as depository bank for Filament Health Corp.
Red Light Holland Corp. (CNSX:TRIP) completed the acquisition of Filament Health Corp. (OTCPK:FLHL.F) for CAD 7 million on April 29, 2026. Under the Arrangement Agreement, each Filament Share was exchanged for Red Light shares at a ratio of 0.36634769, based on a deemed price of CAD 0.0389 per share (the ten-day VWAP ending five business days before the Effective Date).Red Light issued 99,180,497 shares to acquire all Filament shares and an additional 70,836,683 shares to settle Filament debt, resulting in former Filament stakeholders owning 30% of Red Light post-transaction. Filament Health Corp. is now a wholly owned subsidiary of Red Light Holland Corp. Upon closing the Arrangement: (i) 13,683,559 Consideration Shares totaling approximately 7.5% of the Consideration Shares issued in the Arrangement, were placed in escrow for 12 months to secure certain indemnification obligations; (ii) all Filament directors and certain officers resigned, and Ben Lightburn is expected to be nominated to Red Light’s board as Filament’s nominee; and (iii) Red Light issued 12,430,177 restricted stock units to certain Filament officers, employees, and consultants.
Prior to the arrangement, Benjamin Lightburn and Negev Capital Fund One LP held 76,439,539 (29.20%) and (51,235,553) 19.57% of Filament Shares, respectively. Following the closing of the arrangement, both parties hold no Filament Shares.
