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The merger of two Canadian beverage industry leaders will form a unique vertical in the plant-based mineral and cannabis beverage sectors
Emerging leader in infused cannabis beverages, BevCanna Enterprises Inc. (CSE:BEV, Q:BVNNF, FSE:7BC) (" BevCanna " or the " Company ") announced today that it has executed a Definitive Agreement (the " Agreement ") dated December 11, 2020 with privately held company Naturo Group Investments Inc. (" Naturo ") in which the Company intends to purchase all of the issued and outstanding securities of Naturo (the " Naturo Securities ") from the owners of Naturo (the " Transaction "). Upon completion of the Transaction, Naturo will become a wholly-owned subsidiary of the BevCanna and the Company will carry on the combined business of BevCanna and Naturo.
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"The joining together of these two companies will be an unbeatable combination," said Marcello Leone, Founder of Naturo and CEO of BevCanna. "BevCanna is evolving into a comprehensive health and wellness company, and this combination acceralerates that evolution. We'll now offer one of the most unique and diverse portfolios of beverage and wellness products within both the cannabis and the fulvic and humic mineral plant-based categories. The merger creates significant value to both organizations and brings togther two exceptionally experienced teams, forming one of the most innovative beverage and natural health products companies in our industry."
The combination will create the only fully licensed, in-house and white-label beverage manufacturing company that distributes both conventional and cannabis-based beverage and wellness products. The newly formed company will now have access to global, multi-channel distribution networks of traditional and cannabis sales channels.
BevCanna will take ownership of Naturo's 40,000 sq. ft. high-capacity beverage facility, 315-acres of outdoor cultivatable land valued at $10.4M, beverage manufacturing equipment valued at $3.4M (as of year end), and a proprietary Health Canada approved fulvic and humic plant-based mineral formulation.
BevCanna will also take possession of one of Naturo's most valuable assets, their exclusive onsite alkaline spring water source, independently valued at $18M. As water resources become increasingly more scarce, BevCanna expects that the proprietary resource will contribute to a strengthened balance sheet and to BevCanna's unique positioning within the exploding plant-based and cannabis sectors.
BevCanna will also own the Naturo flagship brand, TRACE, which currently enjoys a leadership position within the Canadian plant-based fulvic and humic mineral category and is sold in more than 3,000 Canadian retailers, with select international agreements and partnerships under review. Along with their nationally distributed alkaline and sparkling waters, TRACE is expanding its product selection to nutraceuticals and is incorporating additional nutraeceuticals and herbal remedies, including cannabinoids, adaptogens, and nootropics, into its products to be sold in domestic and international markets.
As per Naturo's latest independent estimate pricing report (February 2020), Naturo's enterprise value is between C$38M-C$42M.
The Transaction
The Agreement provides for the issue of 50,000,000 common shares of BevCanna to acquire all outstanding shares of Naturo. The Agreement contains a number of customary conditions to closing, including the approval of the CSE, and specifically provides that closing is subject to satisfactory due diligence investigations by BevCanna, shareholder approval by Naturo, and that arrangements are made in respect of Naturo's assets and liabilities that will be assumed by BevCanna on closing of the Transaction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Act"), or any state securities laws and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.
About Naturo Group Investments Inc.
Naturo Group develops and manufactures beverages and consumer products for in–house brands and white label clients. With decades of experience creating, branding and distributing iconic brands that have resonated with consumers on a global scale. Naturo owns and operates nationally distributed house brands across Canada which are currently sold in more than 3000 Canadian retailers, including 7/11, Loblaws, London Drugs, Metro and Farm Boy, as well as online direct-to-consumers, via Amazon; and is expanding into the U.S. market in 2021. Based in British Columbia, Canada, Naturo Group owns a pristine alkaline spring water aquifer, a world–class 40,000–square–foot, HACCP certified manufacturing facility, with a current bottling capacity of up to 210M bottles per annum.
About BevCanna Enterprises Inc.
BevCanna Enterprises Inc. (CSE:BEV, OTCQB:BVNNF, FSE:7BC) develops and manufactures cannabinoid–infused beverages and consumer products for in–house brands and white label clients. With decades of experience creating, branding and distributing iconic brands that have resonated with consumers on a global scale, the team demonstrates an expertise unmatched in the emerging cannabis beverage category. Based in British Columbia, Canada, BevCanna owns the exclusive rights to a pristine spring water aquifer, access to a world–class 40,000–square–foot, HACCP certified manufacturing facility, with a current bottling capacity of up to 210M bottles per annum. BevCanna also recently acquired US natural health and wellness e-commerce platform Pure Therapy. BevCanna's vision is to be a global leader in infused innovations.
On behalf of the Board of Directors:
John Campbell, Chief Financial Officer and Chief Strategy Officer
Director, BevCanna Enterprises Inc.
Disclaimer for Forward-Looking Information
This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the proposed terms of the Transaction; the consideration to be payable in connection with the Transaction; the future business plans of Naturo and BevCanna; and the perceived benefits of combining the businesses of Naturo and BevCanna. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements.
Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among other things: that the parties may not be able to agree to terms for the definitive agreement by the agreed upon deadline or at all; that the CSE may not approve the Transaction as proposed or at all; that the parties may not be able to satisfy the conditions to closing of the Transaction, including approval by the shareholders of one or both parties, as applicable; general market conditions and volatility of commodity prices; and other factors beyond the control of the parties. The Compant expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20201212005022/en/
For media enquiries or interviews, please contact:
Wynn Theriault, Thirty Dash Communications Inc.
416-710-3370
wynn@thirtydash.ca
For investor enquiries, please contact:
Luca Leone, BevCanna Enterprises Inc.
604-880-6618
luca@bevcanna.com
