World High Life Plc Announces Agreement to Acquire Love Hemp Ltd; Proposed Fundraising to raise up to £5,000,000

World High Life Plc (NEX:LIFE), a CBD and medicinal cannabis investment company, is pleased to announce that it has agreed indicative terms for the Company’s first investment, the acquisition of Love Hemp Ltd (“Love Hemp”). The Directors of World High Life believe that this initial investment will provide LIFE with a platform from which it can work with Love Hemp to rapidly expand its UK and European business and help LIFE in its ambition to become a leading European medical cannabis and CBD investment company.

Highlights:

• World High Life is proposing to acquire Love Hemp for a minimum consideration of £9 million
• Love Hemp is a London-based supplier of a range of CBD and Hemp products
• Love Hemp already has distribution agreements in place with UK supermarkets and health food stores
• The Directors of World High Life believe that this investment and their expertise in the Cannabis sector will enable Love Hemp to accelerate its planned expansion

About Love Hemp

Love Hemp is one of the UK’s leading CBD and Hemp product suppliers and has more than 40 product lines, comprising oils, sprays and vapes and a variety of edible and water-based CBD products. Love Hemp has established relationships with over 1,200 stores in the UK, including leading brands such as Ocado, Holland & Barrett and WH Smith. In the year ended 30 June 2018, Love Hemp made profit before tax of £532,097 on turnover of £2,501,857.

The Directors of LIFE believe that this transaction will help World High Life significantly accelerate its expansion plans across the United Kingdom and Europe, with a focus on Germany over the course of 2020. If completed, the transaction will also give World High Life access to Love Hemp’s extensive online distribution network and access to the 1,200 convenience stores in the UK, including leading high street stores such as Holland & Barrett and WH Smith, through which Love Hemp currently sells its products.

Subject to the completion of satisfactory due diligence by the Company, LIFE is proposing to acquire Love Hemp for a minimum consideration of £9 million, made up as follows:

• £4 million in cash on completion; this amount will be satisfied from the Company’s existing resources and from the proceeds of a proposed fundraising which the Company may conduct either by way of placing of ordinary shares of 1p each in the Company (“Ordinary Shares”) or by way of a convertible instrument to raise up to £5,000,000 (gross of expenses)
• £3 million to be satisfied by the issue of 30,000,000 Ordinary Shares on completion
• Up to £2 million of deferred cash consideration in the three years following completion, on the following basis:
  • £650,000 if by the first anniversary of completion, the turnover in Love Hemp is between £5 million and £7 million; and
  • £650,000 if between the first and second anniversary of completion, the turnover in Love Hemp is between £9 million and £11 million; and
  • £700,000 if between the second and third anniversary of completion, the turnover in Love Hemp is between £12 million and £15 million.
  • If Love Hemp achieves in excess of the turnover target in a given year, the sellers will be entitled to additional earn out of 5 per cent of the excess over the turnover target in each earn out year.
  • The payment of any element of the deferred consideration is conditional on the gross profit of Love Hemp remaining at the same level as in the year ended 30 June 2019.

LIFE expects that the Acquisition will complete on or around 30 September 2019.

About World High Life

World High Life was established by the founders of Supreme Cannabis (TSX: FIRE), and 1933 Industries (CSE: TGIF), both companies at the forefront of the legalized cannabis industry. LIFE was established to take advantage of the huge opportunities available in the UK and European legal cannabis space, which is set to be the largest in the world within five years.

For further information please contact:

David Stadnyk
Founder & CEO
World High Life
+44 (0) 7926 397 675
info@worldhighlife.uk

NEX Exchange Corporate Adviser

Mark Anwyl/Allie Feuerlein
Peterhouse Capital Limited
+44 (0) 20 7469 0930
ma@peterhousecap.com
af@peterhousecap.com

Financial PR

Camilla Horsfall/ Julia Tilley
Blytheweigh
+44 (0) 20 7138 3224
Camilla.horsfall@blytheweigh.com
Julia.tilley@blytheweigh.com

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Forward Looking Statements – Certain information set forth in this material may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “predicts”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.

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