Licensed producer Zenabis Ltd. - which is
merging with Bevo Agro to become
Zenabis Global - has signed subscription documents to acquire up to
$15 million of common shares of
National Access Cannabis Corp.
VANCOUVER, Oct. 29, 2018 /CNW/ - Bevo Agro Inc. (TSXV: BVO)
("Bevo") and Sun Pharm Investments Ltd. "Sun Pharm" are pleased to
announce that Zenabis Ltd. ("Zenabis") has (indirectly through
Sun Pharm) entered into subscription
documents (the "Subscription Documents") with National Access
Cannabis (TSXV: META) for up to $15
million of common shares of NAC ("Common Shares") following
the completion of certain milestones, as further described
below.
NAC is a best practices leader in delivering secure, safe, and
responsible access to legal cannabis in Canada. Through its Canada-wide network of medical cannabis
clinics, partner pharmacies, NAC Bio's clinical research division,
Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational
cannabis retail stores, NAC enables patients and the public to gain
knowledge and access to Canada's
network of authorized Licensed Producers of cannabis.
Financing
Pursuant to the Subscription Documents, Zenabis will participate
in a Private Placement for an aggregate amount of $15 million of Common Shares in three tranches,
as outlined below.
- $5 million subscription, which
has been completed on October 26,
2018 for 5,494,505 Common Shares at a price of $0.91 per Common Share;
- $5 million of additional Common
Shares conditional upon NAC receiving approval for an aggregate of
50 cannabis retail locations in Canada before October
26, 2019 (the "Second Milestone"). The subscription will be
at a price per Common Share equal to the lesser of (a) the volume
weighted average trading price ("VWAP") of the Common Shares on the
TSX Venture Exchange ("TSXV") for the last 15 trading days of the
calendar month immediately preceding the date on which the of the
Second Milestone is achieved; and (b) the maximum discount at which
the Common Shares may be issued under TSXV policies.
- $5 million of additional Common
Shares conditional upon NAC receiving approval for an aggregate of
100 cannabis retail locations in Canada before October
26, 2020 (the "Third Milestone"). The subscription will be
at a price per Common Share equal to the lesser of the VWAP of the
Common Shares on the TSXV for the last 15 trading days of the
calendar month immediately preceding the date on which the Third
Milestone is achieved; and (b) the maximum discount at which the
Common Shares may be issued under TSXV policies.
"We are elated that Zenabis has chosen to invest in NAC," said
Mark Goliger, CEO of NAC. "This
financing represents a great validation of NAC's retail
recreational and medical cannabis pharmacy models. NAC is ready to
play a dominant role in providing safe and responsible legal access
points across Canada, via an
expected footprint of 200+ retail cannabis stores across five
private retail provinces over the next 18 months under our brands,
Meta Cannabis Supply Co. (META) and NewLeaf Cannabis and 100+
pharmacy partnerships."
According to CEO Rick Brar,
Zenabis also sees the upsides of the NAC model. "Meetings with
Mark Goliger were positive, and we
recognized a lot of synergy between his vision and business plans,
and our own," said Brar. "We see this investment in NAC as an
important move towards building a ground level relationship with a
company which has a goal of becoming the biggest, best, and most
widespread retailer of recreational cannabis in this country. Our
management team is fully attuned to the fact that, in order for
Canadians to gain full access to adult use recreational cannabis,
there needs to be a safe and extensive sales footprint for products
in this new and emerging market. To that end, we see NAC as a great
model to fulfill this need."
As previously announced on announced October 4, 2018, Bevo and
Sun Pharm have entered into an arrangement agreement with
respect to a reverse take-over of Bevo (the "Bevo-Sun Pharm
Transaction"), and announced that the resulting issuer will change
its name to Zenabis Global Inc.. Through Sun Pharm's subsidiary licensed producer
Zenabis, Zenabis Global Inc. will have nearly 3.5
million1 square feet of available production space.
Completion of the Bevo-Sun Pharm Transaction remains subject to
receipt of shareholder and all required regulatory approvals.
Zenabis Key Milestones
- On October 4, 2018 Bevo and Sun
Pharm announced the RTO and the intent of Bevo to change its name
to Zenabis Global Inc. upon completion of the amalgamation
- On October 5, 2018, Zenabis
released a presentation introducing the combined business
- As of October 29, 2018, Zenabis
has secured purchase orders from government and third party
retailers/distributors in New
Brunswick, Nova Scotia,
British Columbia, and the
Yukon Territory
About Bevo
Agro
Bevo Agro is
North America's leading supplier
of propagated agricultural plants, operating approximately 53 acres
of state-of-the-art greenhouse facilities on 98 acres of land in
Langley, BC and 20 acres of land
in Pitt Meadows, BC. The company
has entered into a binding agreement to acquire 10.4 acres of
greenhouse space on 50 acres of land in Aldergrove, British Columbia (the "Greenhouse
Acquisition"). The Company's main products have been the
propagation of vegetable plants such as tomatoes, peppers,
cucumbers, and other plants such as bedding plants, flowers and
grasses. The Company markets its products to established
greenhouse growers, nurseries and retail outlets throughout
North America.
About Sun
Pharm
Sun Pharm has
significant experience in agriculture, technology, pharmaceutical
sales, consumer packaged goods, international distribution and
brand marketing, with cannabis and cannabis-related purchase orders
from the provinces of New
Brunswick, British
Columbia, Nova Scotia, and
Yukon Territory. Sun Pharm
is currently a privately-held cannabis company which has one of the
largest, federally licensed indoor medical cultivation footprints
in Canada, operating two licensed
production facilities in British
Columbia and New Brunswick,
with a third expected to be coming online shortly in Nova Scotia. These facilities encompass
660,000 square feet of indoor pharmaceutical grade cannabis
production space, strategically positioned on Canada's coasts, facilitating national
distribution and access to international markets. Sun Pharm is currently working towards globally
recognized EU GMP certifications. Sun Pharm has a management
team with decades of experience in the industry, with expertise in
retail consumer packaged goods, global pharmaceutical sales and
manufacturing, quality assurance, and commercialized cultivation.
The growing team has more than two decades of experience in organic
cultivation and distribution of herbs and nutraceutical products
throughout the Americas, North
Africa, and the Middle East. Sun Pharm's sales team has more than two decades
in product development, commercialization, and retail and
pharmaceutical sales including international distribution.
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans
(including with respect to retail locations and related plans),
costs, projected production capacity, objectives or performance of
Bevo, or the resulting issuer of the Transaction, Zenabis Global
Inc., the investment referenced in this news release or the
assumptions underlying any of the foregoing. In this news release,
words such as "may", "would", "could", "will", "likely", "believe",
"expect", "anticipate", "intend", "plan", "estimate" and similar
words and the negative form thereof are used to identify
forward-looking statements. Forward-looking statements should not
be read as guarantees of future performance or results, and will
not necessarily be accurate indications of whether, or the times at
or by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur, including the closing of the
subsequent tranches of the Private Placement and the ability of NAC
to complete the related milestones, and the completion of the
Transaction, reaching the projected production capacity after
planned expansion, the opening of additional retail locations, or
the completion of the tranches of the financing or related
milestones referenced in this news release. Forward-looking
information is based on information available at the time and/or
management's good-faith belief with respect to future events and
are subject to known or unknown risks, uncertainties, assumptions
and other unpredictable factors, many of which are beyond Bevo's
control. These risks, uncertainties and assumptions include, but
are not limited to, those described Bevo's Management's Discussion
& Analysis for the fiscal year ended June 30, 2018, a copy of which is available on
SEDAR at www.sedar.com, and could cause actual events or results to
differ materially from those projected in any forward-looking
statements. Bevo does not intend, nor does Bevo undertake any
obligation, to update or revise any forward-looking information
contained in this news release to reflect subsequent information,
events or circumstances or otherwise, except if required by
applicable laws.
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1 After
completion of planned expansions
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Instagram @Zenabis
Follow Zenabis' adult-use brand, Namaste, on Twitter, Facebook
and Instagram @Namaste.com
SOURCE Bevo Agro Inc.