Further to their joint news release dated December 21, 2017 (see here), DOJA Cannabis Company Limited (“DOJA”) (CSE:DOJA) and TS Brandco Holdings Inc. (“Tokyo Smoke”) are pleased to announce the signing of a definitive business combination agreement effective as of January 17, 2018 (the “Agreement”), whereby DOJA will acquire all of the issued and outstanding securities of Tokyo Smoke by way of a three-cornered amalgamation (the “Merger”). Closing of the Merger is expected to occur on or about January 30, 2018. Upon completion of the Merger, DOJA anticipates changing its name to Hiku Brands Company Ltd. (“Hiku”) to refer to the brand house, including premium cannabis lifestyle brands DOJA, Tokyo Smoke, and Van der Pop and changing its ticker symbol to “HIKU”.
The merger of DOJA and Tokyo Smoke creates the first brand and retail-focused, craft cannabis producer, with a portfolio of highly recognizable brands. Hiku is strategically positioned to become the preeminent cannabis brand house in the Canadian adult-use cannabis market.
Upon completion of the Merger, Hiku will have a strong balance sheet, with a cash position of approximately $31 million, which Hiku plans to invest in expanding its cannabis production capacity, growing its retail footprint, and adding select brands to its portfolio through highly strategic and complementary acquisitions.
Aphria Inc.’s (“Aphria”) (TSX: APH) (OTCQB: APHQF) $10 millionequity investment in Hiku, demonstrates Aphria’s commitment to native BC cannabis and its leadership in the recreational market. Hiku looks forward to the opportunity to supply all Aphria’s brands in Hiku-owned retail (where licensed and available).
Completion of the Merger is subject to the receipt of all requisite regulatory approvals, including the approval of the Canadian Securities Exchange and the approval of Tokyo Smoke’s shareholders and standard closing conditions.
A copy of the Agreement will be made available under the Resulting Issuer’s profile on the SEDAR website at www.sedar.com.
DOJA™ is a premium cannabis lifestyle brand growing high-quality handcrafted cannabis flower. DOJA’s wholly owned subsidiary is a licensed producer of cannabis under the ACMPR that has requested its Pre-Sales License Inspection, the last step prior to receiving a license to sell cannabis under the ACMPR. DOJA’s state-of-the-art ACMPR licensed production facility is located in the heart of British Columbia’s picturesque Okanagan Valley. DOJA was founded by the proven entrepreneurial team that started SAXX Underwear®.
About Tokyo Smoke
Founded in 2015 by Alan and Lorne Gertner, Tokyo Smoke is an award-winning cannabis lifestyle brand that brings sophistication and design to the fast-growing industry. With immersive experiences and design-first, non-dispensary retail spaces selling coffee, cannabis accessories and design products, the brand has six locations in Canada, with plans to expand nationwide. Recently named “Brand of the Year” at the Canadian Cannabis Awards, Tokyo Smoke has showcased excellence in brand storytelling, and has developed an international reputation as the go-to destination for engaging content offerings within the industry. With the acquisition of fellow designer cannabis brand Van der Pop, and by partnering with Aphria Inc. (TSX: APH) (OTCQB: APHQF) and WeedMD (TSX VENTURE: WMD), Tokyo Smoke continues to be the leading Canadian brand in the cannabis space.
Upon completion of the Merger, Hiku will be focused on handcrafted cannabis production, immersive retail experiences, and building a portfolio of iconic, engaging cannabis lifestyle brands. Hiku will be differentiated as the only Canadian craft cannabis producer with a significant national retail footprint and a growing brand house including premium cannabis lifestyle brands DOJA, Tokyo Smoke, and Van der Pop.
Hiku’s wholly-owned subsidiary, DOJA Cannabis Ltd., is a federally licensed producer pursuant to the Access to Cannabis for Medical Purposes Regulations, owning two production facilities in the heart of British Columbia’s Okanagan Valley. Upon completion of the Merger, the company will operate a network of retail stores selling coffee, clothing and curated accessories, across British Columbia, Alberta and Ontario.
For more information, please visit www.hiku.com
Aphria Inc., one of Canada’s lowest cost producers, produces, supplies and sells medical cannabis. Located in Leamington, Ontario, the greenhouse capital of Canada. Aphria is truly powered by sunlight, allowing for the most natural growing conditions available. Aphria is committed to providing pharma-grade medical cannabis, superior patient care while balancing patient economics and returns to shareholders.
Statement Regarding Forward-Looking Information
This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause DOJA’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.
Forward-looking statements in this document include statements regarding DOJA’s expectations regarding the completion of the Merger, its name and ticker symbol change, regulatory approvals, Hiku’s balance sheet and cash position upon completion of the Merger, Hiku’s planned use of its financial resources, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others:
- that there is no assurance that the parties will obtain the requisite shareholder and regulatory approvals for the Merger;
- there is no assurance that the Merger will close on the terms anticipated or at all;
- following completion of the Merger, the combined company may require additional financing from time to time in order to continue its operations; financing may not be available when needed or on terms and conditions acceptable to the combined company;
- new laws or regulations could adversely affect the combined company’s business and results of operations;
- the combined company or their suppliers may experience crop failures which could adversely affect the combined company’s business and results of operations;
- fluctuations in currency and interest rates could have a negative impact on the combined company’s financial results, and
- stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the combined company’s securities regardless of its operating performance.
When relying on DOJA’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and risks and other uncertainties and potential events. DOJA has assumed that the material factors referred to in the previous paragraphs will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. DOJA undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
The Canadian Securities Exchange has not approved nor disapproved the contents of this news release.
SOURCE DOJA Cannabis Company Limited
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