INVICTUS ANNOUNCES SPINOUT OF PODA TO ACCESS INTERNATIONAL AND U.S. MARKETS
August 21 2018 - 11:17AM
InvestorsHub NewsWire
Vancouver, BC -- August 21, 2018 -- NewsWire
InvestorsHub -- 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.
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