Geyser Brands Inc. (TSXV:GYSR) (“Geyser Brands” or the “Company”) is pleased to announce that, further to the Company’s press releases February 11, 2019, March 11, 2019 and May 28, 2019, the TSXV Exchange (the “Exchange”) has conditionally approved Geyser Brands’ acquisition of Solace Management Group Inc. (“Solace”).
Geyser Brands Inc. (TSXV:GYSR) (“Geyser Brands” or the “Company”) is pleased to announce that, further to the Company’s press releases February 11, 2019, March 11, 2019 and May 28, 2019, the TSXV Exchange (the “Exchange”) has conditionally approved Geyser Brands’ acquisition of Solace Management Group Inc. (“Solace”). For details regarding the acquisition, please refer to the aforementioned press releases and the definitive agreement filed on the Company’s SEDAR profile. The Company expects the transaction to complete by the end of August 2019, subject to the terms of the definitive agreement, satisfaction of any Exchange enquiries and receipt of final approval from the Exchange.
As reported in previously disseminated news releases, Solace leverages its brands, intellectual property and proprietary formulations in the hemp and CBD markets by licensing distribution and production arrangements.
Solace’s brands and assets include among other things, the Apawthecary Pets line of products which are leading all-natural hemp-based pet treats with formulations for human grade, all-natural pet treats, salves and oral drops. Apawthecary Pets products are currently being sold in pet stores and veterinarian clinics across Canada, including Bosley’s, PetLand, Pharmasave, Buckerfields, Shoppers Drug Mart, Global Pet Foods and Pet Planet to name a few. Solace’s product portfolio currently comprises of 23 products and 57 SKU’s of both pet and consumer healthcare goods. All products are currently utilizing organic, unrefined, cold-pressed hemp seed oil extracts.
As part of the Solace’s continued growth, it has recently moved to a new 7,500 sq. ft. facility built to (GMP) Good Manufacturing Practices. The new facility is anticipated to increase Solace’s production capacity significantly in order to meet the growing demand and will allow the development of new products and formulations.
The Company’s CEO, Andreas Thatcher, stated, “The management team at Solace has an exemplary track record in building businesses in the health-related cannabis industry. This conditional approval brings us one step closer to our intended goal of extending these businesses into the regulated cannabis space, and into world markets. Geyser Brands will be proud to associate with and support the team that continues to lead the Cannabis industry through innovation and customer loyalty.”
As previously announced, the Proposed Transaction is not an “arm’s length transaction” as such term is defined in the Exchange’s Policy 1.1 and therefore constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Although the Company is exempt under MI 61-101 in respect of minority shareholder approval and formal valuations, in accordance with the Exchange’s Policy 5.3, the Proposed Transaction constitutes a “reviewable transaction”, and, as the number of shares issuable to “Non-Arm’s Length” parties exceeds 10% of the number of common shares issued and outstanding in the capital of the Company, the Exchange requires the Company to seek approval of a simple majority of the Company’s shareholders, excluding certain insiders, including those Non-Arm’s Length parties. The Exchange has approved the Company’s proposal to obtain evidence of shareholder approval by way of written consents from the Company’s shareholders. The Company is in the process of obtaining written consents directly from the Company’s shareholders and will provide updates once a simple majority has been reached.
ABOUT GEYSER BRANDS
Geyser Brands Inc. builds health-based hemp CBD consumer products in the nutraceutical, cosmetics, food & beverage and pet sectors world-wide. Geyser Brands owns a Health-Canada approved Licensed Producer (LP) in Port Coquitlam, B.C. that holds cultivation and processing licenses and is anticipating its R & D and sales licenses. Geyser Brands will utilize both of its GMP- licensed facilities in British Columbia for the manufacturing and distribution of its hemp and CBD-based products internationally. For more information, visit Geyser Brands’ website at www.geyserbrands.com.
On Behalf of the Board of Directors
Director and CEO
CAUTIONARY AND FORWARD-LOOKING STATEMENTS
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as “appear”, “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the marijuana industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations. In addition, the proposed acquisition of Solace Management Group Inc. remains subject to the execution of a binding definitive agreement and other conditions, including the approval of the TSX Venture Exchange. There is no assurance that the proposed acquisition of Solace will be completed as described in this news release, or at all. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.