TORONTO, July 3, 2019 /CNW/ - Harvest One Cannabis
Inc. (TSXV: HVT, OTCQX: HRVOF – "Harvest One") and Delivra
Corp. (TSXV: DVA – "Delivra") are pleased to announce today
that they have completed the previously announced plan of
arrangement (the "Arrangement") under the provisions of the
Business Corporations Act (Ontario), pursuant to which Harvest One
acquired all of the issued and outstanding common shares of Delivra
(the "Delivra Shares").
Management Commentary
"We are delighted to close this transaction and welcome Delivra
to the Harvest One team" said Grant
Froese, Chief Executive Officer of Harvest One. "The
addition of the LivRelief™ brand to our existing product portfolio
emphasizes our goal of becoming a global leader in the health,
wellness, and self-care sector. There are significant synergies
between both organizations and we expect an expeditious
integration. We will look to expand the development of Delivra's
products globally with an expanded reach of the current formulation
and new products, including cannabinoid infused products, when and
where legal."
Dr. Joseph Gabriele, Director,
Chief Executive Officer, and Chief Scientific Officer of Delivra,
added, "Harvest One's health and wellness strategy coupled with
their expanding distribution capabilities will ensure that our
LivRelief™ product will reach more people in Canada and beyond. Delivra shareholders showed
overwhelming support for this transaction and we look forward to
the next stage of our development as part of the Harvest One team
as we extend our reach, our offerings, and capitalize on markets
where CBD infused products are legal."
Strategic Rationale and Outlook
- Delivra further strengthens Harvest One's health, wellness, and
self-care strategy by adding LivRelief™ to its brand portfolio
- Harvest One will benefit from the formulation expertise of
Delivra as it works to create a suite of brands and infused
versions of existing brands in the Harvest One portfolio, such as
Dream Water
- Delivra will immediately add to Harvest One's existing
distribution network of over 30,000 stores across North America with distribution into Shoppers
Drug Mart, Loblaw, Walmart, Rexall, Pharmasave, London Drugs, and
other major retailers
- Delivra already has two FDA approved products which Harvest One
will look to leverage their existing Dream Water retail
relationships to start distributing throughout the US
- Dr. Gabriele's expertise, as an Assistant Professor (PT), in
the Department of Psychiatry, who collaborates with the MacAnxiety
Research Centre and the DeGroote Center for Medicinal Cannabis
research, will be a strategic benefit for Harvest One
Terms of the Transaction
Pursuant to the terms of the Arrangement, each former
shareholder of Delivra ("Delivra Shareholder") received
0.595 of a common share of Harvest One (the "Harvest One
Shares") for each Delivra Share held prior to the Arrangement
(the "Exchange Ratio"). All outstanding options and warrants
of Delivra have similarly been exchanged, or have become
exercisable, for corresponding securities of Harvest One based on
the same Exchange Ratio.
As a result of the completion of the Arrangement, Delivra has
become a wholly-owned subsidiary of Harvest One. It is
anticipated that the Delivra Shares will be delisted from the TSX
Venture Exchange as of the close of trading on or about
July 4, 2019.
Pursuant to the letter of transmittal mailed to Delivra
Shareholders in connection with the special meeting of Delivra
Shareholders held on May 24, 2019
(the "Meeting"), in order to receive the Harvest One Shares
to which they are entitled, registered holders of Delivra Shares
are required to deposit their share certificate(s) representing
Delivra Shares, together with the duly completed letter of
transmittal, with TSX Trust Company, the depositary under the
Arrangement. Shareholders whose Delivra Shares are registered in
the name of a broker, dealer, bank, trust company or other nominee
should contact their nominee with questions regarding the receipt
of their Harvest One Shares. Questions related to the share
exchange process are to be directed to the Depositary, TMX Trust
Company at 1.866.600-5869 or TMXEInvestorServices@tmx.com.
Further information about the Arrangement is set forth in the
materials prepared by Delivra in respect of the Meeting which were
mailed to Delivra shareholders and filed under Delivra's profile on
the System for Electronic Document Analysis and Retrieval (SEDAR)
at www.sedar.com.
Harvest One Board
Concurrent with the completion of the Arrangement, Dr.
Joseph Gabriele, the current CEO of
Delivra, joined the Board of Directors of Harvest One. With the
exception of Dr. Joseph Gabriele,
each of the directors of Delivra resigned from the Board of
Directors of Delivra.
Financial and Legal Advisors
Aird & Berlis LLP acted as legal counsel and
PricewaterhouseCoopers LLP provided financial advisory services to
Harvest One.
Canaccord Genuity Corp. acted as financial advisor and Goodmans
LLP acted as legal counsel to Delivra. Canaccord Genuity Corp.
provided a fairness opinion to the Board of Directors of
Delivra.
ABOUT HARVEST ONE CANNABIS INC.
Harvest One is a global cannabis company that develops and
provides innovative lifestyle and wellness products to consumers
and patients in regulated markets around the world. The Company's
range of lifestyle solutions is designed to enhance quality of
life. Shareholders have significant exposure to the entire cannabis
value chain through three wholly-owned subsidiaries: United
Greeneries, a Licensed Producer; Satipharm (medical and
nutraceutical); and Dream Water Global (consumer). The Company also
has a majority-controlled operating subsidiary, Greenbelt
Greenhouse Ltd., and a minority-owned retail operating subsidiary,
Burb Cannabis (retail operations). For more information, please
visit www.harvestone.com.
ABOUT DELIVRA CORP.
Delivra Corp. is a specialty biotechnology company having a
proprietary transdermal delivery system platform that can shuttle
pharmaceutical and natural molecules through the skin, in a
targeted manner. Delivra manufactures and sells a growing line of
natural topical creams with the proprietary transdermal delivery
system platform under the LivReliefTM brand, for
conditions such as joint and muscle pain, nerve pain, varicose
veins, wound healing, and sports performance.
LivReliefTM products are available in over 6,000 retail
locations, including pharmacies, grocery chains, and independent
health food stores across Canada,
including, but not limited to, Shoppers Drug Mart, Walmart, Loblaw,
Rexall, Pharmasave, London Drugs, and on-line at www.livrelief.com.
In parallel with its consumer products business, Delivra also has a
mandate to license its patent-pending, proprietary transdermal
delivery technology platform to pharmaceutical companies globally,
for the repurposing of pharmaceutical molecules transdermally to
treat a broad range of conditions, along with licensing its
over-the-counter products globally. Delivra is headquartered in
Hamilton, Ontario and has a
research and development laboratory in Charlottetown, PEI.
Further information on Delivra can be found at
www.delivracorp.com and www.livrelief.com.
Cautionary Note Regarding Forward-Looking Statements
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements").
Forward-looking statements are frequently characterized by words
such as "plan", "continue", "expect", "project", "intend",
"believe", "anticipate", "estimate", "may", "will", "potential",
"proposed" and other similar words, or statements that certain
events or conditions "may" or "will" occur. Forward-looking
statements in this news release include, but are not limited to
statements with respect to accretive earnings, future financial
position and results of operations, anticipated benefits and costs
synergies associated with the Arrangement, internal expectations,
estimated margins, expectations for future growing capacity, costs
and opportunities, liquidity of Harvest One Shares, effect of the
Arrangement on the combined company and its future strategy, plans,
objectives, goals, targets and future developments, expectations
for receipt of licenses to process or distribute cannabis in legal
markets, and the completion of any capital projects or
expansions.
These statements are only predictions. Various assumptions
were used in drawing the conclusions or making the projections
contained in the forward-looking statements throughout this news
release, including assumptions regarding the expected growth,
results of operations, performance, industry trends and growth
opportunities for Harvest One.
Forward-looking statements are based on the opinions and
estimates of management of Harvest One at the date the statements
are made, and are subject to a variety of risks and uncertainties
and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking
statements, including, without limitation, risks associated with
general economic conditions; adverse industry events; marketing
costs; loss of markets; market or other events limiting the
liquidity of the Harvest One Shares; inability to realize
anticipated synergies; future legislative and regulatory
developments involving cannabis; inability to access sufficient
capital from internal and external sources, and/or inability to
access sufficient capital on favourable terms; the cannabis
industry in Canada and elsewhere
generally; income tax and regulatory matters; the ability of
Harvest One to implement its business strategies; competition; crop
failure; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not
exhaustive.
Management provides forward-looking statements because it
believes they provide useful information to readers when
considering their investment objectives and cautions readers that
the information may not be appropriate for other purposes.
Consequently, all of the forward-looking statements made in this
news release are qualified by these cautionary statements and other
cautionary statements or factors contained herein, and there can be
no assurance that the actual results or developments will be
realized or, even if substantially realized, that they will have
the expected consequences to, or effects on, Harvest One. Readers
are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those
anticipated.
These forward-looking statements are made as of the date of
this news release and Harvest One does not assume any obligation to
update or revise them to reflect subsequent information, events or
circumstances or otherwise, except as expressly required by
applicable law.
Neither TSX-V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX-V) accept
responsibility for the adequacy or accuracy of this
release.
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SOURCE Harvest One Cannabis Inc.
