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”).
“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 LivReliefTMbrand, 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.
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.