Lifestyle Delivery Systems Announces Date for Name Change and Share Consolidation and Clarifies Statements Made in its MD&A and at its 2019 AGM
Vancouver, British Columbia--(Newsfile Corp. - September 5, 2019) - Lifestyle Delivery Systems Inc. (CSE: LDS) (OTCQX: LDSYF) (FSE: LD6) (WKN: A14XHT) ("LDS" or the "Company") announces that its common shares will begin trading on a post-consolidation basis on September 6, 2019. The Company is also clarifying certain statements made in its MD&A for the period ended June 30, 2019 and at its April 2019 AGM.
Share Consolidation and Name Change.
As previously announced, the Company's board of directors has approved the consolidation of the Company's issued and outstanding common shares on the basis of six (6) pre-consolidation shares for every one (1) post-consolidation share (the "Consolidation") as well as the change of the Company's name to "Core One Labs Inc." (the "Name Change"). The Name Change is being completed to more accurately reflect the Company's operational expertise, as well as the Company's overall product and service offerings.
When the Company was initially formed as "Lifestyle Delivery Systems Inc.", the Company had a single focus - the manufacturing, marketing and sales of the sublingual cannabinoid delivery product "CannaStripsTM". However, during the course of developing the CannaStripsTM product, the Company has developed additional expertise in lab extraction and the distillation of cannabinoids. This expertise has become a fundamental part of the Company's business.
During its product development efforts, the Company found that it was able to produce superior extract and distillate at more favorable prices than was available from outside suppliers. The Company also constructed a genetic nursery to begin cross-pollinating work to develop cannabis strains with characteristics that were closer to the formulations required for CannaStripsTM, and which could be cultivated outdoors without pesticides or other harmful additives. The operational expertise developed by the Company as a result of these efforts has created market opportunities for the Company beyond just the CannaStripsTM product. This has resulted in the Company producing and selling extracts produced in its extraction facility as white label sales, which currently accounts for the majority of the Company's revenue. The Company expects that the production and sale of specific genetic seed strains and seedlings from its nursery will also form a significant component of the Company's future white label sales. As a result, the Company's business has developed into much more than just the production and sale of the CannaStripsTM delivery system. In fact, the core of the Company, and its number one asset, has become its laboratory expertise.
The Name Change and the Consolidation are being completed to provide the public with a fresh view of the Company and the course in which its business has developed. The Company's board of directors further believes that the Consolidation, and the resulting smaller float, will result in a more favorable trading market for the Company's securities, and will put the Company in a better position to attract additional capital investment.
As of the date of this news release, the Company has 139,465,194 common shares issued and outstanding. It is expected that, upon completion of the Consolidation, the Company anticipates that there will be approximately 23,244,199 common shares issued and outstanding, not including rounding for any fractional amounts resulting from the Consolidation. The Company's common shares will begin trading on a post-Consolidation basis under the symbol "COOL" at the open of markets on September 6, 2019. The exercise price and number of common shares issuable upon the exercise of the Company's outstanding options and warrants will be proportionally adjusted upon completion of the Consolidation in accordance with the terms thereof. The Consolidation will be completed by way of "pushout", without a letter of transmittal. Upon completion of the Consolidation, all pre-Consolidation share certificates will be considered null and void and the Company's shareholders of record will receive Direct Registration Advice (DRS) statements with respect to the number of post-Consolidation shares held by such shareholders of record. Shareholders holding shares through brokers, banks or other intermediaries should consult with their broker, bank or other intermediary with respect to their post-Consolidation shareholdings.
Pursuant to the provisions of the Business Corporations Act (British Columbia) and the articles of the Company, shareholder approval for the Consolidation and the Name Change is not required, and the Company is not seeking shareholder approval for the Consolidation or the Name Change. In the Company's Management Discussion and Analysis for the period ended June 30, 2019, the Company erroneously stated that the Canadian Securities Exchange (the "CSE") had approved the Consolidation and the Name Change. The Consolidation and the Name Change are not subject to CSE approval.
Clarification of Statements Made at April 2019 AGM
At the Company's AGM, held on April 25, 2019, which is available for public viewing here, the Company's CEO, Brad Eckenweiler stated that the Company had "thousands of litres", a statement that could be inferred as suggesting that the Company had thousands of litres of cannabinoid oil in inventory, which would not be correct. Mr. Eckenweiler's statement was in response to a question regarding the Company having significant stockpiles of inventory. Mr. Eckenweiler's response to this question was intended to convey that the Company had significant stockpiles of raw cannabis biomass, sufficient to allow the Company to produce CannaStripsTM for a year or more. As at March 30, 2019, the Company's most recently completed fiscal quarter prior to its April 2019 AGM, the Company had sufficient raw cannabis biomass to produce over 100,000 millilitres of cannabinoid distillate, not "thousands of litres" of distillate. At the time of the April 2019 AGM, the Company did not have, and the Company does not currently have, thousands of litres of cannabinoid distillate in inventory.
About Lifestyle Delivery Systems Inc.
Lifestyle Delivery Systems Inc. is a technology company that licenses its technology to a
state-of-the-art production and packaging facility located in Southern California. The Company's technology produces infused strips (similar to breath strips) that are not only a safer, healthier option to any other form of delivery but also allows for inclusion of a wide spectrum of ingredients from over the counter medications to homeopathic, nutraceutical, vitamins and supplements. The technology provides a new way to accurately meter the dosage and assure the purity of selected product. From start to finish, the production process, based on the Company's technology, tests for quality and composition of all the ingredients used in each and every strip which results in a delivery system that is safe, consistent and effective. In addition, through its efforts to develop a better CannaStripsTM product, the Company has developed considerable expertise in cannabis extraction and nursery activities. The operational expertise developed by the Company as a result of these efforts has created new market opportunities for the Company in white label sales.
On behalf of the board of directors of Lifestyle Delivery Systems Inc.
CEO & Director
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Cautionary Disclaimer Statement:
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to the Company's limited operating history and the need to comply with environmental and governmental regulations. In addition, marijuana remains a Schedule I drug under the United States Controlled Substances Act of 1970. Although Congress has prohibited the US Justice Department from spending federal funds to interfere with the implementation of state medical marijuana laws, this prohibition must be renewed each year to remain in effect. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, The Company undertakes no obligation to publicly update or revise forward-looking information.
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