INVICTUS ENTERS INTO AGREEMENT TO SELL FUTURE HARVEST DEVELOPMENT LTD.
20 Septembre 2019 - 6:07PM
Vancouver, BC, September 20, 2019 - INVICTUS MD STRATEGIES
CORP. ("Invictus" or the "Company") (TSXV: GENE; OTCQX: IVITF; FRA:
8IS1) announces that, the Company has agreed to sell the
82.5% issued and outstanding shares (the “
Future Harvest
Shares”) of Future Harvest Development Ltd.
(“
Future Harvest”) which are held by the Company’s
wholly owned subsidiary Prestige Worldwide Holdings Inc.
(“
Prestige”) to SL 152 Ventures Ltd. (“
SL
152”), a company owned by Mr. Byron Sheppard, a Director,
President and CEO of Future Harvest, and whose company holds the
remaining 17.5% of Future Harvest.
As consideration for the Future Harvest Shares and an
outstanding shareholder loan in the amount of $445,000 (the
“Shareholders Loan”) which is owed by Future
Harvest to Prestige, SL 152 will pay the purchase price of
$1,425,000 (the “Purchase Price”) as follows: (i)
$250,000 already paid in two installments on September 6, 2019 and
September 9, 2019; (ii) payment of $750,000 at closing; and (iii) a
promissory note with a maturity date that is one year from the date
of closing in the amount of $425,000 (the “Promissory
Note”). The payment obligations evidenced by the
Promissory Note will be secured against the assets of SL 152 and
Future Harvest pursuant to a general security agreement in favor of
Prestige.
Mr. Trevor Dixon, President and CEO of the Company said, “The
sale of Future Harvest is the next step in the reorganization of
Invictus. Our focus continues to be increasing production and
reducing the overhead cost of goods sold by Invictus in the
cannabis market to increase shareholder value.”
Mr. Sheppard is a director and the President and Chief Executive
Officer of Future Harvest and, as a result, the Transaction is a
“related party transaction” under Multilateral Instrument 61-101 –
Projection of Minority Securityholders in Special Transactions
(“MI 61-101”). The directors of the Company
determined that the Transaction is exempt from the formal valuation
and minority shareholder approval requirements under MI 61-101 in
reliance on the exemptions set forth in sections 5.5(a) and
5.7(1)(a) of MI 61-101 and, in connection therewith, have
determined that neither the fair market value of the Future Harvest
Shares nor the consideration to be received, insofar as it relates
to the related party, exceeds 25% of the Company's market
capitalization. Closing of the Transaction remains subject to TSX
Venture Exchange acceptance.
For more information, please visit www.invictus-md.com.
Trevor Dixon
Chief Executive Officer
Investor Relations 1-844-800-6086
E-Mail: connect@invictus-md.com
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
About Invictus
Invictus is a global cannabis company with a focus on the
Canadian cannabis space, offering a selection of products under a
wide range of cannabinoid profiles that fit the demand of the
Company’s medical clients and retail customers. The Company’s
integrated sales approach is defined by five pillars of
distribution including medical, adult-use, international, Licensed
Producer to Licensed Producer and sales to provinces.
To meet growing demand, Invictus is expanding its cultivation
footprint with two cannabis production facilities licensed under
the Cannabis Act, which replaced the Access to Cannabis for Medical
Purposes Regulations in Canada. Invictus’ wholly-owned subsidiary
Acreage Pharms Ltd.’s (“Acreage”) Phase I and
Phase II facilities are in full production. Acreage is awaiting the
amendment to their license from Health Canada to include the Phase
III facility. AB Laboratories Inc., a company which is a 50% owned
subsidiary of Invictus has completed its Phase II expansion and
received its amended license from Health Canada. Another of
Invictus’ wholly owned subsidiaries, 2015059 Alberta Ltd. (dba Leaf
Wise), continues to connect medical clients to physicians for
medical cannabis and to Invictus’ fully licensed cannabis producers
under the Cannabis Act. Invictus is targeting up to 50 percent of
production to medical cannabis. Invictus drives sustainable
long-term shareholder value by continuing to develop Invictus’
Canadian production of medical and recreational cannabis products.
For more information visit www.invictus-md.com.
Cautionary Note Regarding Forward-Looking Statements: This
release includes certain statements and information that may
constitute forward-looking information within the meaning of
applicable Canadian securities laws. All statements in this news
release, other than statements of historical facts, including
statements regarding the closing of the Transaction on terms as
anticipated by management, are forward-looking statements and
contain forward-looking information. Generally, forward-looking
statements and information can be identified by the use of
forward-looking terminology such as “intends” or “anticipates”, or
variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “should”, “would” or
“occur”. Forward-looking statements are based on certain material
assumptions and analysis made by the Company and the opinions and
estimates of management as of the date of this press release,
including that the Transaction will close on the terms as
anticipated by management. These forward-looking statements are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of the Company to be materially different from
those expressed or implied by such forward-looking statements or
forward-looking information. Important factors that may cause
actual results to vary, include, without limitation, that the
Transaction will not close on the terms as anticipated by
management or at all. Although management of the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements or forward-looking information, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward-looking information. Readers
are cautioned that reliance on such information may not be
appropriate for other purposes. The Company does not undertake to
update any forward-looking statement, forward-looking information
or financial outlook that are incorporated by reference herein,
except in accordance with applicable securities laws.
Kathy Love
Invictus
kathy@invitus-md.com
Invictus MD Strategies (TSXV:GENE)
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