Revive Therapeutics Ltd. (“Revive”) (CSE:RVV, OTCQB:RVVTF), a specialty cannabis company focused on the research, development, and commercialization of novel cannabinoid-based products, is pleased to announce that on October 15, 2019 it has signed a non-binding letter of intent (the “LOI”) to merge with Herman Holdings Limited (“Herman Holdings”). The proposed merger is intended to create a brand focused vertically-integrated cannabis company that provides premium products for Canadian recreational and medical cannabis consumers. Final terms will be set out in a definitive agreement (the “Agreement”) to be entered into by the parties.
“The merger of our business with Herman Holdings gives us an opportunity to execute on our strategy more efficiently and strategically positions us as a unique vertically-integrated cannabis company within Canada that will be able to provide solutions on a global-scale in the long-term,” said Craig Leon, Chief Executive Officer of Revive.
Herman Holdings has made deliberate investments in synergistic assets throughout the supply chain. The tone was set with the first investment in Richmond Cannabis Co., a licensed producer under the Cannabis Act in Napanee, Ontario. Herman Holdings has also signed a letter of intent with a processing facility that uses heat pressing to extract rosin from cannabis, in a natural solvent-free manner. The supply chain was completed with the Revive and Herman Holdings joint-ventured product manufacturing facility in Mississauga, Ontario. These assets will power Herman Holdings’ fully developed brands that are targeted towards consumers who care about the quality of the product they are consuming.
“Our ability to deliver on brands is a direct reflection of our strategic investments. As we begin to launch our niche portfolio of brands, we are thrilled to partner with Revive whose cannabis-based intellectual property portfolio and expertise will help implement our unique strategy. We intend to grow shareholder value by providing differentiated consumer products and using high quality inputs from soil to oil,” said Joshua Herman, Chief Executive Officer of Herman Holdings.
For purposes of the Transaction, the deemed value of the issued and outstanding shares of Revive (on a fully diluted basis) at the time of closing of the Transaction, shall be approximately $6,750,000, and the deemed value of the issued and outstanding shares of Herman Holdings (on a fully diluted basis) at the time of closing of the Transaction, shall be approximately $18,300,000, plus the gross proceeds of the Herman Holdings proposed minimum financing of a private placement for gross proceeds of $2,500,000.
Under the terms of the LOI, on completion of the Agreement, it is anticipated that Revive will (i) consolidate the Revive common shares on the basis of one common share for every 2.5 common shares held, (ii) the shareholders of Herman Holdings (the “Herman Holdings Shareholders”) will receive two common shares (the “Exchange Ratio”) of Revive (a “Revive Share”) for each common share of Herman Holdings (a “Herman Holdings Share”) held, including Herman Holdings shares from Herman Holdings’ proposed minimum financing of a private placement for gross proceeds of $2,500,000, and (iii) issue replacement convertible securities of the Resulting Issuer to the holders of convertible securities of Herman Holdings on the basis of the ratio set out in (ii). Consummation of the transaction is subject to a number of conditions, including entering into a mutually agreed definitive arrangement agreement, completion of due diligence, minimum financing of a private placement for gross proceeds of $2,500,000, Canadian Securities Exchange (the “CSE”) approval, Revive shareholder and board approval, other third party and regulatory consents and approvals, and the satisfaction of other closing conditions. There is no assurance that the transaction will be consummated on the terms outlined above or at all.
ABOUT HERMAN HOLDINGS LIMITED
Herman Holdings has invested in assets throughout the supply chain to bring a portfolio of brands to market. We make sure that all of our brands and assets speak to natural premium processes, so our consumers can be confident that our products are clean from soil to oil to ensure a more enjoyable experience. For more information, visit www.HermanHoldings.ca.
ABOUT REVIVE THERAPEUTICS LTD.
Revive Therapeutics Ltd. (CSE: RVV) (OTCQB: RVVTF) is a specialty cannabis company focused on the research, development and commercialization of novel cannabinoid-based products. The Company’s novel cannabinoid delivery technology is being advanced to fill the medical needs for diseases and disorders such as pain, inflammation, and wound care. Revive’s cannabinoid pharmaceutical portfolio focuses on rare inflammatory and liver diseases. For more information, visit www.ReviveThera.com.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Revive’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof, and Revive is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking-information. The foregoing statements expressly qualify any forward-looking information contained herein. Factors that may cause actual results to differ materially from those anticipated by these forward looking statements include: uncertainties associated with the merger; uncertainties associated with reaching a definitive agreement to merge; uncertainties associated with obtaining regulatory approvals; the need to establish additional corporate collaborations, distribution or licensing arrangements; the Company’s ability to raise additional capital if and when necessary; intellectual property disputes; increased competition from pharmaceutical and cannabis-centered companies; changes in equity markets, inflation, and changes in exchange rates; and other factors as described in detail in the Company’s Management’s Discussion & Analysis for the year ended June 30, 2018, the Company’s Annual Information Form for the year ended June 30, 2018, and continuous disclosure filings, all of which may be viewed on SEDAR (www.sedar.com). Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Except as required by law, Revive disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
CanBud Distribution Corporation Closes 2M Second and Final Tranche of its Oversubscribed Private Placement Offering
CanBud Distribution Corporation (CSE: CBDX) (FSE: CD0) (“CanBud” or the “Corporation”) is pleased to announce that it has closed the final tranche of its oversubscribed non-brokered private placement for aggregate gross proceeds of approximately $4,730,000 (the “Offering”).
The Corporation issued a combined total of 39,409,346 units (each a “Unit“) at price of $0.12 per Unit, with each Unit comprised of one common share in the capital of the Corporation (each a “Common Share“) and one common share purchase warrant (each a “Warrant“). Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.22 within 24 months of the closing of the Offering (the “Warrant Term“), provided, however that if the closing price of the Common Shares on the Canadian Securities Exchange (the “CSE“) (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) is $0.25 or greater per Common Share for a period of five (5) consecutive trading days at any time after the closing date of the Offering, the Corporation may accelerate the Warrant Term such that the Warrants shall expire on the date which is 30 days following the date a press release is issued by the Corporation announcing the reduced warrant terms.
Thoughtful Brands Inc. (CSE:TBI)(FSE:1WZ1)(OTCQB:PEMTF) (the “Company” or “Thoughtful Brands) announces that the letter of intent with Franchise Cannabis Corp. (“FCC”), previously announced in January, has been terminated. The previously announced European joint venture with FCC will continue and allow the Company to launch and tailor its products to European consumer demands
In connection with termination of the merger transaction with FCC, the Company has agreed to pay FCC $100,000 in cash and to issue FCC 5,000,000 common shares of the Company at a deemed value of $0.05 per share. The common shares will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.
Mergers and acquisitions (M&A) in cannabis space have helped boost the industry to new levels.
Strategic sale of non-core assets by Lobe adds non-dilutive capital and shareholder value
Lobe Sciences Ltd. (CSE: LOBE) (OTC Pink: GTSIF) (“Lobe” or the “Company”) is pleased to announce, further to its press release dated February 23, 2021, that it has completed the sale to Ionic Brands Corp. (“Ionic Brands”) of Lobe’s non-core cannabis assets relating to Washington-based Cowlitz County Cannabis Cultivation Inc. (“Cowlitz”) held by Lobe’s subsidiary vendor, Green Star Biosciences Inc. (the “Transaction”).
Seattle Area Grocery Chain Metropolitan Market to Begin Carrying KOIOS and Fit Soda on March 22, 2021
Adding to its existing presence on the west coast of the United States, all five KOIOS™ flavours and all four Fit Soda™ flavours will be carried in Metropolitan Market stores beginning on Monday, March 22, 2021. Serving the Seattle-Tacoma area (population 3.87 million), Metropolitan Market is one of five chains under its parent firm Good Food Holdings, which has a total of 51 stores in California, Oregon, and Washington State.
Koios Beverage Corp. (CSE: KBEV; OTC: KBEVF) (the “Company” or “Koios”) is pleased to announce that beginning on Monday, March 22, 2021, Koios’ entire line of canned beverage products will be sold at all locations of Metropolitan Market, an urban format supermarket chain in the Seattle-Tacoma area of Washington State. In Q1 2021, the Company announced multiple placements of its beverage products with regional grocers in markets on the west coast of the United States including Market of Choice in Oregon Jensen’s in Southern California and major natural grocery chain Sprouts Farmers Market which has a substantial west coast presence with over one third of its locations (360+ stores across 23 states) in California as well as Washington State 1 . The Company has also recently announced other developments relating to its expansion efforts being undertaken in 2021 such as an in-house beverage canning facility and distribution agreements with regional and national wholesale partners.