INDVR Brands Inc. Announces Asset Purchase Agreement with Strainz, Inc. and Bronnor, Corp., to Become a Fully Licensed Manufacturer and Distributor of Infused Products in Colorado
Vancouver, British Columbia and Denver, Colorado--(Newsfile Corp. - March 4, 2021) - INDVR BRANDS INC. (CSE: IDVR) (the "Company" or "INDVR Brands" or "INDVR"), a premier cannabis brand consolidator and producer of Cannabis infused products is pleased to announce the following:
Definitive Asset Purchase Agreement with Strainz, Inc. and Bronnor, Corp.
INDVR Brands, and its wholly owned Colorado based subsidiary, INDVR Brands U.S., Inc., are pleased to announce that they have entered into a definitive Asset Purchase Agreement ("APA") with Nevada based Strainz, Inc. and Colorado based Bronnor, Corp. (collectively the "Vendor") to acquire "substantially all" of the assets of these two companies. Subject to the completion of certain asset schedules and all required approvals from regulators, the transaction is expected to close on a date mutually agreed by the parties.
In accordance with the terms of the APA, the assets to be acquired by INDVR include, but are not limited to, the acquisition of:
- A state of the art, fully licensed, 25,000 sq. ft. cannabis processing and manufacturing facility in Denver capable of producing edibles, tinctures, vapes, concentrates, soft gels and a myriad of other infused cannabinoid products.
- Three existing high-profile THC and CBD brands: Strainz (consisting of THC-CBD ratio tinctures in the regulated THC marketplace and full spectrum and Iso spectrum CBD soft gels, tinctures, and pet tinctures in the HEMP marketplace); 7sacred edibles and Bullet Concentrates.
- Access to a distribution platform of over 500+ dispensaries in Colorado and Nevada.
"This is a milestone relationship for us," said INDVR CEO, Joshua Mann. "In addition to a highly sought-after Colorado processing license, the Strainz™, Bullet Concentrates™ and 7Sacred™ brands significantly expand INDVR's award winning portfolio of adult-use cannabis products and add HEMP derived products to the portfolio. The agreement also exemplifies our dedication to INDVR shareholders through becoming a fully licensed cannabis infused products operator in Colorado."
Expanded Expertise and Experienced Management
Mr. Hugh Hempel, Co-Founder & CEO of Strainz, will join INDVR in the position of President and COO after the closing and subject to customary regulatory approvals. Following the completion of the APA, INDVR will be led by:
- Joshua Mann as CEO and Chairman of the Board of Directors
- Hugh Hempel as President and COO, reporting directly to the Board of Directors
- Jordan Shapiro as Executive VP of Business Development and Director
- Darcy Campbell as CFO
- Alnoor Nathoo as Director
This expanded management team has decades of technology, consumer goods, retail, and financial services experience with both public and private companies.
"We're thrilled to bring our seasoned team, products, infrastructure, and expertise to INDVR.," said Strainz's CEO, Hugh Hempel. "INDVR has built a solid portfolio of quality cannabis products and we all share a common vision of providing exceptional hemp and cannabis experiences to our customers across the US and internationally."
- Proven business model, Significant US Market Penetration and Strong Fundamentals.
- Experienced management team and a well-established brand portfolio ready for meaningful growth driven by increased processing capability, supply chain innovation and innovative new products.
- Distribution 1,200+ dispensaries across 4 states.
Key Terms of the APA
Under the provisions of the APA, the Vendor shall receive only share consideration from INDVR consisting of 13.7 million Class B Super Voting shares. This share consideration will be subject to the standard lock-up period required under Canadian Securities Exchange ("CSE") regulations (four month plus one day restricted trading) plus any additional regulatory lock up restrictions that may apply.
Additional Shares Issued in Accordance with Debt Settlement Agreements
The Company has also elected to further settle approximately $674,000 of outstanding debt and accounts receivable through the issuance of 6,787,875 Class A Subordinate Voting Shares and 164,375 Class B Super Voting Shares, in accordance with certain debt settlement agreements negotiated primarily with third party vendors, consultants and other service providers.
A limited minority of these debt settlement agreements do involve certain "related parties", for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of these securities to such related parties constituted a "related party transaction" for the purposes of MI 61-101. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation as neither the fair market value of the securities to be distributed in the issuance in so far as the issuance involves the related parties, exceeds 25% of the Company's market capitalization.
All securities issued in connection with the debt settlement agreements are subject to a four month and one day hold period from the date of issuance in accordance with applicable securities laws. The issuance is subject to CSE Exchange approval.
About INDVR Brands Inc.
INDVR is focused on growing its popular hemp and cannabis brands throughout North America. We are committed to the pursuit of becoming a premier, globally recognized "House of Brands," holding a portfolio of award-winning products with an extensive market footprint. For consumers, INDVR seeks to be the recognized source of a broad portfolio of the highest quality hemp and cannabis products suited to meet both health and lifestyle needs. INDVR's management team brings expertise in manufacturing and retail operations, hemp and cannabis R&D, and cannabis cultivation; all working together to support a U.S. expansion plan through organic growth and accretive acquisitions.
Additional information regarding INDVR is available under INDVR's SEDAR profile at www.sedar.com.This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.
Phone: +1 (403) 619-2200
Disclaimer and Forward-Looking Information
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 "anticipate", "could", "intend", "expect", "believe", "will", "projected", "potential", "endeavor", "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 the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following the closing of the Transaction, any stated or perceived benefits or results attributed to the Company in regards to the Transaction, the closing of the debt settlement agreements and the benefit of the Offering to the Company. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
The forward-looking information contained in this release is made as of the date hereof and the parties are 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.
To the extent any forward-looking information in this press release constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated product sales of the Company and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading "Disclaimer and Forward-Looking Information".
Cannabis is legal in certain States in the United States ("U.S."), however cannabis remains illegal under U.S. federal laws. INDVR Brands intends to conduct its U.S. cannabis operations in a manner consistent with the applicable State laws and in compliance with regulatory and licensing requirements applicable in the applicable State. However, the readers should be aware that any change in federal guidance on enforcement actions could adversely affect INDVR Brand's ability to access private and public capital required in order to support continuing operations and its ability to operate in the U.S.
Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of cannabis under the Cannabis Act (Federal), readers are cautioned that in the U.S., cannabis is largely regulated at the State level. Notwithstanding the permissive regulatory environment of medical cannabis at the State level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. Federal law. Strict compliance with State laws with respect to cannabis will neither absolve INDVR Brands of liability under the U.S. Federal law, nor will it provide a defense to any Federal proceeding, which may be brought against INDVR Brands. Any such proceedings brought against INDVR Brands may materially adversely affect its operations and financial performance in the U.S. market.
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