KELOWNA and VANCOUVER, B.C., Nov.
8, 2021 /CNW/ - The Valens Company Inc. (TSX: VLNS)
(OTCQX: VLNCF) (the "Company," "The Valens Company"
or "Valens") and Citizen Stash Cannabis Corp. ("Citizen
Stash") (formerly Experion Holdings Ltd.) (TSXV: CSC) (OTCQB:
EXPFF) (FRANKFURT: MB31) are pleased to announce the successful
completion of the previously announced plan of arrangement (the
"Arrangement"), whereby Valens has acquired all of the
issued and outstanding common shares and other securities of
Citizen Stash (the "Citizen Stash Common Shares") in an all
share transaction, effective November 8,
2021.
Under the terms of the Arrangement, Citizen Stash shareholders
are entitled to 0.1620 of a Valens common share ("Valens Share") for each Citizen Stash Common
Share held. The outstanding in-the-money Citizen Stash options were
transferred to Citizen Stash in exchange for the applicable
entitlement to the in-the-money amount for such options, payable in
Valens Shares, net of applicable withholdings. Further, each
Citizen Stash restricted share unit outstanding immediately prior
to completion of the Arrangement (whether vested or unvested) was
fully vested and transferred to Citizen Stash and cancelled in
consideration for the issuance by Citizen Stash of a Citizen Stash
Common Share that entitled the holder to 0.1620 of a Valens Share pursuant to the Arrangement, net of
applicable withholdings. Lastly, Hillcrest Merchant Partners Inc.
("Hillcrest") received 1,519,306 Citizen Stash Common Shares
that entitled Hillcrest to 0.1620 of a Valens Share per Citizen Stash Common Share.
"With the completion of this strategic acquisition, Valens is
poised to strengthen its position in the recreational market with
the ownership of premium cannabis genetics, strains and products,"
said Tyler Robson, Chief Executive
Officer and Chair of the board of directors of The Valens Company.
"As we enter the premium flower category, Valens now boasts a
manufacturing and brands portfolio that focuses on two high growth
categories of premium flower and 2.0 products. This is just the
first step into the premium cannabis product category and consumers
can stay tuned to see how we further leverage Citizen Stash's asset
light genetics portfolio to launch new innovative products in the
future."
The Arrangement was approved at the special meeting of Citizen
Stash securityholders held on November 1,
2021, and by the Supreme Court of British Columbia on November 4, 2021. As a result of the closing of
the Arrangement, the Citizen Stash Common Shares are expected to be
delisted from the TSX Venture Exchange at the close of trading on
or about November 12, 2021.
Valens intends to cause Citizen Stash to apply to the relevant
regulatory authorities to cease to be a reporting issuer in the
provinces of Canada in which it is
a reporting issuer, such provinces being British Columbia, Alberta and Ontario.
"I would like to thank all the Citizen Stash shareholders for
their support over the years. Going forward as a combined company,
Citizen Stash and Valens are well-positioned to be the leading
cannabis company in Canada and
beyond. It has been an honour to serve our shareholders and I look
forward to the next chapter," commented Jarrett Malnarich, Chief Executive Officer of
Citizen Stash.
Further information on the Arrangement is set out in the
management information circular of Citizen Stash dated September 28, 2021, which is filed under Citizen
Stash's profile on the SEDAR website at www.sedar.com.
Valens continues to be in compliance with legal and regulatory
requirements with respect to the cultivation, distribution, sale or
possession of cannabis, to the extent applicable to the activities
being undertaken by the Company in the jurisdictions in which it
operates, being Canada,
the United States, and
Australia.
Advisors
Stikeman Elliott LLP acted as legal counsel to The Valens
Company. Fasken Martineau DuMoulin LLP acted as legal counsel to
Citizen Stash, and Hillcrest and Evans & Evans, Inc. acted as
financial advisors to Citizen Stash.
About The Valens Company
The Valens Company is a leading cannabis consumer products
company, with significant expertise in manufacturing
cannabinoid-based products and a mission to bring the benefits of
cannabis to the world. Valens provides proprietary cannabis
processing services and best-in-class product development,
manufacturing, and commercialization of cannabis consumer packaged
goods. Valens' high-quality products are formulated for the
recreational, health and wellness, and medical consumer segments
and are offered across all cannabis product categories, with a
focus on quality and product innovation. Valens also manufactures,
distributes, and sells a wide range of CBD products in the United States through its subsidiary Green
Roads, and distributes medicinal cannabis products to international
markets through its subsidiary Valens Australia. In partnership
with brand houses, consumer packaged goods companies and licensed
cannabis producers around the globe, Valens continues to grow its
diverse product portfolio in alignment with evolving cannabis
consumer preferences. Through Valens
Labs, Valens is setting the standard in cannabis testing and
research and development with Canada's only ISO17025 accredited analytical
services lab, named The Centre of Excellence in Plant-Based Science
by partner and scientific world leader Thermo Fisher Scientific.
Discover more on The Valens Company at
http://www.thevalenscompany.com.
About Citizen Stash Cannabis Corp.
Citizen Stash is the parent company of Experion Biotechnologies
Inc., a Health Canada licensed cultivator and processor of
cannabis, based in Mission,
BC.
Citizen Stash is best known as a rapidly growing adult-use
premium cannabis brand offered nationally in nine provinces and
territories. Citizen Stash has invested and developed a portfolio
of premium cannabis genetics, strains and products with a unique
growth strategy incorporating a highly scalable aggregation and
distribution business model to drive revenues across its national
sales network.
Citizen Stash trades on the TSX Venture Exchange as a Tier 1
issuer under the symbol "CSC" on the OTCQB Venture under the symbol
"EXPFF" and on the Frankfurt Stock Exchange under the symbol
"MB31".
For further information, please visit Citizen Stash's website at
www.citizenstash.com.
Notice Regarding Forward Looking Statements
This news release includes certain statements that constitute
"forward-looking statements", and "forward-looking information"
within the meaning of applicable securities laws collectively
"forward-looking statements". These include statements regarding
Valens' and Citizen Stash's intent, or the beliefs or current
expectations of the officers and directors of Valens' and Citizen
Stash's (the "Companies") for Valens post-closing. When used
in this news release, words such as "anticipate", "believe",
"estimate", "expect", "forecast", "forward", "future", "outlook",
"plan", "intend" and similar expressions are intended to identify
these forward-looking statements as well as phrases or statements
that certain actions, events or results "could", "may", "should",
"will", "would" or the negative connotation of such terms. As well,
forward-looking statements may relate to future outlook and
anticipated events, such as delisting the Citizen Stash Common
Shares from the TSX Venture Exchange, submitting an application for
Citizen Stash to cease to be a reporting issuer and the market
position of Valens as a result of the Arrangement. These
forward-looking statements involve numerous risks and
uncertainties, including those relating to required regulatory
approvals and such other risk factors detailed from time to time in
the Companies' public disclosure documents including, without
limitation, those risks identified in Valens' annual information
form for the year ended November 30,
2020, which is available on SEDAR at www.sedar.com, and
Citizen Stash's management's discussion and analysis for the year
ended November 30, 2020, which is
available on SEDAR at www.sedar.com. Forward-looking statements are
based on information available at the time those statements are
made and/or management's good faith belief as of that time with
respect to future events and are subject to risks and uncertainties
that could cause actual performance or results to differ materially
from those expressed in or suggested by the forward-looking
statements. Forward-looking statements speak only as of the date
those statements are made. Except as required by applicable law,
the Companies assume no obligation to update or to publicly
announce the results of any change to any forward-looking statement
contained or incorporated by reference herein to reflect actual
results, future events or developments, changes in assumptions or
changes in other factors affecting the forward-looking statements.
If either of the Companies updates any one or more forward-looking
statements, no inference should be drawn that the company will make
additional updates with respect to those or other forward-looking
statements. All forward-looking statements contained in this news
release are expressly qualified in their entirety by this
cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/the-valens-company-completes-acquisition-of-leading-premium-craft-licensed-producer-citizen-stash-cannabis-corp-301418608.html
SOURCE The Valens Company Inc.