ALQ, Vulcan Enterprises US, Ltd. (CSE: ALQ) (“Vulcan”) and two of Vulcan’s shareholders (the “Vulcan Shareholders”) entered into a share exchange agreement (the “Share Exchange Agreement”), whereby ALQ agreed to issue 50,700,890 common shares on a post-consolidated basis (the “Payment Shares”) to the Vulcan Shareholders in exchange for 5,000,000 common shares of Vulcan, representing approximately 5% of the issued and outstanding common shares of Vulcan. Vulcan Enterprises owns and operates the Ignite brand among other ventures.
As of October 12, 2018, ALQ had 80,962,458 common shares issued and outstanding and it is required to issue 24,578,170 pre-consolidated common shares (the “Obligation Shares”) immediately following the proposed consolidation of common shares of ALQ on the basis of one post-consolidated common share of ALQ for every two pre-consolidated common shares of ALQ issued and outstanding (the “Consolidation”), which is described in ALQ’s Amended and Restated Listing Statement (the “Listing Statement”) that it intends to file concurrently with the dissemination of this news release under its SEDAR profile at www.sedar.com. Upon the issuance of the Payment Shares and the Obligation Shares, the Payment Shares are expected to represent approximately 49% of the issued and outstanding common shares of ALQ. ALQ is expected to have 103,471,204 shares outstanding upon completion of the Consolidation, the issuance of the Obligation Shares and the issuance of the Payment Shares.
The closing of the transactions contemplated under the Share Exchange Agreement is subject to, among other things, the approval of the Canadian Securities Exchange (the “CSE”) and the shareholders of ALQ. Upon receipt of CSE and shareholder approval, ALQ intends to change its name to “Green Axis Capital Corp.”, and its trading symbol from ALQ to BILZ. ALQ intends to obtain shareholder approval through the written consent of holders of a majority of its shares, and closing of the transactions contemplated under the Share Exchange Agreement is expected to occur by October 23, 2018. Anyone seeking additional information regarding the Share Exchange Agreement and the transactions contemplated thereunder are encouraged to review the Listing Statement.
Dan Bilzerian, Chairman of Vulcan stated, “with the upcoming legal recreational cannabis market in Canada soon to take effect, the entire Ignite team and I are very enthusiastic about this initial partnership with Green Axis. Together, we are building the first truly global cannabis brand. As many know, everything I do is on the highest level and I believe the Ignite brand is going to top anything I’ve ever done before.”
In addition, on September 29, 2018, ALQ and Vulcan entered into their first trademark & copyright license agreement (the “License Agreement”), which will be effective on the closing date of the Share Exchange Agreement (the “Effective Date”).
“ALQ is extremely excited to have entered into the Share Exchange Agreement and the License Agreement for the first licensed territory of Dan Bilzerian’s Ignite brand as we approach recreational use of cannabis becoming legalized in Canada on October 17, 2018. We are looking forward to unlocking future licensing opportunities with the Vulcan team as the cannabis industry matures in North America and beyond,” commented Morgan Good, ALQ’s Chief Executive Officer.
Pursuant to the License Agreement, Vulcan agreed to grant to ALQ:
(a) a non-exclusive royalty bearing license to use certain trademarks, trade names, related intellectual property and copyrights (the “Trademarks and Copyrights”) in all countries of the world, excluding the United States, in connection with certain products that contain cannabidiol (“CBD”) and where the percentage content of tetrahydrocannabinol (“THC”) is less than 10%;
(b) an exclusive royalty bearing license to use the Trademarks and Copyrights in Canada, excluding British Columbia, in connection with certain products containing THC but not CBD; and
(c) an exclusive royalty bearing license to use the Trademarks and Copyrights in Canada, excluding British Columbia, in connection with certain products containing a combination of THC and CBD, provided that the THC content is 10% or more
(collectively, the “License”).
The License allows ALQ to enter manufacturing agreements and develop certain approved Ignite-branded products that it has agreed to market, promote, sell and distribute with the oversight of Vulcan’s operations team.
ALQ has agreed to pay Vulcan on a monthly basis 10% of the aggregate total gross revenue received by ALQ, directly or indirectly, from the sale of products under the License, commencing with the first commercial sale of any product. In the case of a branded dispensary, using the Ignite name and/or marks, the 10% royalty will extend to all gross sales of all products in the dispensary, whether Ignite branded or otherwise.
ALQ also agreed to pay yearly minimum payments, applicable against royalties (in US Dollars on a sliding scale) in the amount of $2,000,000 at the end of year 1 and $8,000,000 at the end of year 10. ALQ has also agreed to apply, on a monthly basis, at least 2% of the gross revenue received for all products in the previous month on marketing, which may be (with Vulcan’s approval) ALQ—managed, or remitted to Vulcan to offset Vulcan’s marketing and advertising expenditures.
The License Agreement and the License granted thereunder will commence on the Effective Date, and continue for an initial term of 10 years. Upon the expiration of the initial term, Vulcan and ALQ will have the opportunity to renegotiate in good faith. Should the parties fail to reach a mutually satisfactory agreement within 40 days of the end of such 10 year period or such other period as may be mutually agreed by the parties in writing, then the License Agreement will extend for a further 5 year fixed term commencing from the end of such 10 year period. During this 5 year term, the terms and conditions of the License Agreement will continue, with the exception of the foregoing yearly minimum payments whereby ALQ agreed, for each of the 5 years, to make the yearly minimum royalty payments, applicable against royalties, set for the amount payable in the final year of the initial term.
ON BEHALF OF THE BOARD
Chief Executive Officer
The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or accuracy of thisrelease. The closing of the transactions contemplated herein are subject to, among other things, regulatory approval, including from the CSE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction, the closing of the transactions contemplated by the Share Exchange Agreement, unlocking future licensing opportunities with the Ignite brand, building a global cannabis brand, potential acquisitions in Canada and the ability of ALQ to capture significant market share. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; ability of ALQ to give effect to its business plan; reliance on Dan Bilzerian and the Ignite brand which may not prove to be as successful as contemplated; ability to source and secure companies or businesses to acquire and risks related to the acquisition of such companies or businesses; and the uncertainties surrounding the cannabis industry in North America. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. ALQ disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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