VANCOUVER, Aug. 21, 2018 /CNW/ - INVICTUS MD STRATEGIES
CORP. ("Invictus" or the "Company") (TSXV: GENE; OTCQX: IVITF; FRA:
8IS1) today announced the proposed spinout of its wholly-owned
subsidiary, Poda Technologies Ltd. ("Poda"), by way of plan
of arrangement (the "Arrangement"), in a bid to create a
stand-alone entity to conduct business in the U.S. and
internationally, outside of the TSXV.
Poda is a zero-cleaning vaporizer system, harnessing innovative
technology that can be paired with almost any vaporizable substance
including cannabis, tobacco, e-liquids, concentrates, coffee and
more. Other pod-based vaporizers on the market today still require
cleaning and produce significant waste. Poda vaporizers use
patent-pending zero clean technology and offer biodegradable pods.
Most importantly, Poda vaporizers will provide consumers with
consistent performance.
As part of the Arrangement, each common share of the Company
held by an Invictus Shareholder will be exchanged for one new
common share of the Company and one Poda common share. Immediately
after the Arrangement, the Invictus Shareholders shall be the
shareholders of Poda. Each Invictus stock option will be exchanged
for one new stock option of the Company and one Poda stock option.
Each Invictus warrant will be exchanged for one new warrant of the
Company and one Poda warrant. The Arrangement will be affected
under the terms and conditions of an arrangement agreement to be
entered into between Invictus and Poda (the "Arrangement
Agreement").
The Company has obtained an independent comprehensive valuation
report and fairness opinion (the "Report") on the Arrangement. The
Report concludes that the terms of the Arrangement are fair, from a
financial point of view, to the Invictus Shareholders. The fair
market value of Poda, as at June 30,
2018, was determined to be approximately $1,915,000.
Following completion of the Arrangement, Poda will use its
commercially reasonable efforts to apply for and obtain a listing
of the Poda common shares on the Canadian Securities Exchange (the
"CSE") or other Canadian stock exchange or quotation system.
Management of the Company and Poda will remain the same following
completion of the Arrangement.
Subject to execution of the Arrangement Agreement, and receipt
of requisite corporate, regulatory and court approval, the record
date for the exchange and distribution of the common shares of Poda
(the "Record Date") is anticipated to be on or about
September 2018.
All Invictus shareholders, of record as of the Record Date, will
be issued a notice from Invictus' transfer agent, Computershare,
with instructions on how to obtain the shares they are entitled to
under the Arrangement.
Completion of the Arrangement is contingent on completion of
closing conditions associated with the Arrangement, such as
requisite corporate, regulatory and court approvals.
For more information, please visit www.invictus-md.com.
On Behalf of the Board,
Dan Kriznic
Chairman and CEO
Jessica Martin
Vice President, Public Relations and Regulatory Affairs
(604) 537-8676
About Invictus
Invictus is a global cannabis company offering a selection of
products under a wide range of lifestyle brands. Our integrated
sales approach is defined by five pillars of distribution including
medical, wholesale, international, Licensed Producer to Licensed
Producer and retail.
Invictus has partnered with business leaders to convey our
corporate vision, including KISS music legend and business mogul
Gene Simmons as our Chief Evangelist
Officer, and global branding agency Authentic Brands Group.
Invictus is expanding its cultivation footprint, with two cannabis
production facilities fully licensed under ACMPR in Canada and a third awaiting approval,
featuring 100,000 square feet of available grow space today with
200,000 expected by the end of 2018 and 1 million by end of 2019.
The Company will earmark 50 per cent of production to the medical
and recreational markets, respectively. To ensure consistency in
quality and supply, Invictus maintains all aspects of the growing
process through its subsidiary, Future Harvest Development Ltd., a
high-quality Fertilizer and Nutrients manufacturer. Invictus drives
sustainable long-term shareholder value through a diversified
product portfolio with over 69 Health Canada approved strains and a
multifaceted distribution strategy including medial, recreational,
international and retail. For more information visit
www.invictus-md.com.
Cautionary Note Regarding Forward-Looking Statements: This
release includes certain statements and information that may
constitute forward-looking information within the meaning of
applicable Canadian securities laws or forward-looking statements
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. All statements in this news release,
other than statements of historical facts, including statements
regarding future estimates, plans, objectives, timing, assumptions
or expectations of future performance, including the timing and
completion of the Arrangement, the timing of the launch of the Poda
vaporizers, and the potential production capacity of Invictus, are
forward-looking statements and contain forward-looking information.
Generally, forward-looking statements and information can be
identified by the use of forward-looking terminology such as
"intends" or "anticipates", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would" or "occur". Forward-looking statements
are based on certain material assumptions and analysis made by the
Company and the opinions and estimates of management as of the date
of this press release, including that the Company will be
successful in completing the Arrangement and obtaining the
requisite shareholder, regulatory and court approvals of the
Arrangement, Poda will be successful in launching its vaporizers
this fall, that Invictus will be successful in reaching its
potential production capacity, its production facilities will be
completed as anticipated, regulatory approval will be granted as
anticipated, Invictus will reach full production capacity on the
timeline anticipated by the Company, and no unforeseen
construction delays will be experienced. These
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking statements or forward-looking information.
Important factors that may cause actual results to vary, include,
without limitation, the Company will not obtain the requisite
approvals to complete the Arrangement in the timing anticipated by
management or at all, Poda will be unsuccessful in launching its
vaporizers this fall, Invictus will not be successful in
reaching its potential production capacity, its production
facilities will not be completed as anticipated, and licenses
or approvals being granted on terms or timelines that are
materially worse than expected by the Company. Although
management of the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements or forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements and forward-looking
information. Readers are cautioned that reliance on such
information may not be appropriate for other purposes. The Company
does not undertake to update any forward-looking statement,
forward-looking information or financial out-look that are
incorporated by reference herein, except in accordance with
applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
View original content with
multimedia:http://www.prnewswire.com/news-releases/invictus-announces-spinout-of-poda-to-access-international-and-us-markets-300700107.html
SOURCE Invictus MD Strategies