Lords & Company Worldwide Holdings Inc. (CSE: LRDS) (OTCQB: PACRF) (FSE: 4XM) (formally Pac Roots Cannabis Corp.) ("Lords" or the "Company") is pleased to announce the signing of a letter of intent with LORDS OF GASTOWN MOTORCYCLE COMPANY INC., a company existing under the laws of British Columbia ("Gastown") pursuant to which the Company proposes to acquire all the issued and outstanding shares of Gastown in consideration of the issuance of common shares of the Company for a value to be determined based on a third-party valuation.
Gastown is a well-established Cannabis Motorcycle lifestyle cannabis and apparel brand with a tremendous following and acumen that spawned from the vision of Tyler Hazelwood, founder, and director of Lords of Gastown. The acquisition is subject to the completion of the aforementioned independent valuation report, due diligence, completion of audited financials, execution of definitive agreements on or before January 31, 2022, and regulatory approval is expected to be completed prior to year-end. The Company will provide further updates regarding the transaction and its terms upon the execution of a definitive agreement.
Lords also announces that in order to better finance the Company, the Board of Directors have approved and authorized a consolidation of the Company's issued and outstanding common shares on a two old shares for one new share (2:1) basis (the "Consolidation"), consolidating its 87,027,899 currently outstanding shares to 45,513,950 shares.
The Consolidation is subject to the approval of the Canadian Securities Exchange. The post-Consolidation common shares of the Company will have a new CUSIP and ISIN number.
The Company will not be issuing fractional shares as a result of the Consolidation. Instead, all fractional shares equal or greater to one‐half will be rounded to the next whole share. The Company's outstanding stock options will be adjusted upon completion of the Consolidation.
A letter of transmittal will be sent to the registered shareholders providing instructions to surrender the share certificates evidencing their pre‐consolidated common shares for replacement certificates representing the number of post‐consolidated common shares they are entitled to as a result of the Consolidation. Until surrendered, each certificate representing the pre‐consolidated common shares will be deemed to represent the number of post‐consolidated common shares of the Company that the holder thereof is entitled to as a result of the Consolidation.
The Company's previously announced private placement of units (see press release dated November 9, 2021), will proceed on a pre-Consolidation basis, provided that if the Consolidation is completed in advance of the placement, the units will be adjusted for the Consolidation.
Lords & Company is committed to becoming a leading manufacturer and distributor of premier cannabis and cannabinoid products across North America through cultivation, extraction, processing, marketing, and distribution. Including branded/logo apparel, catering to lifestyle, sporting, and motorcycle events. Visit lordsholdings.com
ON BEHALF OF Lords & Company Worldwide Holdings INC.
(signed) "Chris Farnworth"
Chief Executive Officer
Certain statements included in this press release constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties, and other factors.
Statements about the Company's future branded lifestyle apparel are all forward-looking information.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain a Cannabis Act license in a timely manner or at all, the continued availability of capital and financing, and general economic, market or business conditions, including the effects of COVID-19. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the statements will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements.
Neither the Canadian Securities Exchange (the "CSE") nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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