INVICTUS SIGNS ARRANGEMENT AGREEMENT FOR SPINOUT OF PODA AND ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING DATE
September 11 2018 - 7:43AM
InvestorsHub NewsWire
Vancouver, BC, September 11, 2018 - INVICTUS MD STRATEGIES CORP.
("Invictus" or the "Company") (TSXV: GENE; OTCQX: IVITF; FRA: 8IS1)
announced today that it
has
entered into a non-arm’s length arrangement agreement dated
September 10, 2018 (the "Agreement"), with Poda Technologies Inc.
(“Poda”) to give effect to the spin-out transaction previously
announced on August 21, 2018.
The Agreement, a copy
of which will be available under the Company’s profile on SEDAR at
www.sedar.com, sets out the terms of the statutory plan of
arrangement (the "Arrangement") involving Invictus, its security
holders, and Poda, which Arrangement, if completed,
will result in
shareholders of Invictus as at the effective date of the
Arrangement (the "Effective Date") being entitled to receive, for
each common share of Invictus (an "Invictus Share") held as at such
date:
- one post-Arrangement common share of Invictus (a
"New Invictus Share"); and
- one common share of Poda (a "Poda
Share").
Holders of outstanding Invictus warrants
("Warrants") immediately prior to the Effective Date will receive,
upon exercise of each such Warrant at the same original exercise
price, one New Invictus Share and one Poda Share, in lieu of the
one Invictus Share that was issuable upon exercise of such Warrant
immediately prior to the Effective Date.
Invictus will be seeking shareholder approval of
the Arrangement at the annual general and special meeting of
shareholders scheduled to be held on October 18, 2018 (the
“Meeting”), in accordance with the terms of the Agreement and the
Business Corporations Act (British
Columbia).
At the Meeting, the
shareholders of the Company as of the record date (the
“Shareholders”) will be, among other matters, electing Directors of
the Company, appointing the Auditors of the Company, passing an
ordinary resolution providing the required annual approval of the
Company's 10% "rolling" stock option plan and will also be asked to
pass a special resolution approving the
Arrangement.
The Notice of the
Meeting, along with the Management Information Circular, will be
mailed to the Shareholders on September 20, 2018, as well as posted
under the Company’s profile on SEDAR. The Management Information
Circular will describe in detail the matters to be addressed at the
Meeting.
Following Shareholder
approval of the Arrangement at the Meeting and receipt of requisite
regulatory and court approvals, the Effective Date for the exchange
and distribution of the common shares of Poda will be announced.
Shareholders will receive a notice from the Company’s transfer
agent, Computershare, with instructions on how to obtain the shares
they are entitled to receive 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.
Poda is engaged in the
development of a new and improved vaporization technology. This
innovative system provides consumers with consistent performance
and uses patent-pending zero cleaning technology. The Poda system
can be paired with almost any vaporizable substance, including
cannabis, tobacco, e-liquids, concentrates, coffee and more. Other
pod-based vaporizers currently on the market require cleaning and
produce significant waste. Poda offers biodegradable pods.
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, adult-use, international, Licensed
Producer to Licensed Producer and retail stores.
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 January 2019 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 medical, 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, approval and completion of the
Arrangement and related matters 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 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, 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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