Bevo Agro Inc. files circular with respect to
the transaction concerning a reverse takeover involving
Bevo Agro and Sun Pharm to create Zenabis Global - along with
the distribution of shares of Cubic Farms shares to current Bevo
shareholders. The board unanimously recommends shareholders vote in
favour of these matters
VANCOUVER, Nov. 27, 2018
/CNW/ - Bevo Agro Inc. (TSXV: BVO) ("Bevo") and Sun Pharm
Investments Ltd. "Sun Pharm" are pleased to announce today that
Bevo has filed its management information circular and related
voting materials (collectively, the "Meeting Materials" under its
profile on SEDAR at www.sedar.com. The Meeting Materials will be
mailed to Bevo shareholders (the "Shareholders") in connection with
the annual and special meeting of Shareholders to be held on
December 27, 2018 (the
"Meeting").
The Bevo directors recommend shareholders vote in favour of the
resolution to approve the issuance of Bevo common shares forming
the consideration to be issued to Sun Pharm Investments Ltd. ("Sun
Pharm") securityholders pursuant to the Transaction (defined
below), and the distribution of shares of Cubicfarm Systems Corp.
("CubicFarms") to Bevo shareholders by way of a plan of
arrangement. Management believes the combined entity Zenabis Global
Inc. ("Zenabis") will become a world leader in cannabis production
and distribution.
Note to shareholders: to ensure that your Bevo shares will be
represented at the meeting, please return the proxy form you will
receive, properly completed and signed, prior to 1:00 p.m. (Vancouver time) on December 21, 2018.
As previously announced on October 4,
2018, Bevo and Sun Pharm have
entered into an arrangement agreement with respect to a reverse
take-over of Bevo the distribution of shares of Cubicfarm Systems
Corp. ("CubicFarms") to Bevo shareholders by way of a plan of
arrangement (collectively, the "Transaction").
Through Sun Pharm's subsidiary
licensed producer Zenabis Ltd. ("Zenabis"), Zenabis Global Inc.
will have nearly 3.5 million square feet of available production
space.1 Completion of the Transaction remains subject to
receipt of shareholder and all required regulatory
approvals.
A copy of the Meeting Materials are also available for download
at https://www.zenabis.com/investor-relations.
_________________________
|
1
|
After completion of
planned expansions
|
Zenabis Key Milestones
- On October 4, 2018 Bevo and Sun
Pharm announced the RTO and the intent of Bevo to change their name
to Zenabis Global Inc. upon completion of the amalgamation
- On October 5, 2018, Zenabis
released a presentation introducing the combined business
- As of November 27, 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. Zenabis intends to convert the
Bevo Langley greenhouse (2.1 million square feet) by March 2020. Zenabis will build and/or acquire
additional propagation greenhouse space over the coming year in
order to maintain all of Bevo's current food/floral propagation
capacity while the current Langley
facility is being converted.
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,
costs, objectives or performance of Bevo, 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 completion of
the Transaction. 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,
as well as the risks, uncertainties and assumptions set out in
Bevo's management information circular, in particular with respect
to Zenbis' production capacity could cause actual events or results
to differ materially from those projected in any forward-looking
statements. A copy of such MD&A and management information
circular is available on SEDAR at www.sedar.com. 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.
For more information, visit: https://www.zenabis.com.
SOURCE Bevo Agro Inc.