Acquisition will boost Geyser Brand's product portfolio and
financial profile.
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VANCOUVER, Aug. 6, 2019 /CNW/ - Geyser Brands Inc.
(TSXV:GYSR) ("Geyser Brands" or the "Company") is pleased
to announce that, further to the Company's press releases
February 11, 2019, March 11, 2019 and May 28,
2019, the TSXV Exchange (the "Exchange") has
conditionally approved Geyser Brands' acquisition of Solace
Management Group Inc. ("Solace"). For details regarding the
acquisition, please refer to the aforementioned press releases and
the definitive agreement filed on the Company's SEDAR profile. The
Company expects the transaction to complete by the end of
August 2019, subject to the terms of
the definitive agreement, satisfaction of any Exchange enquiries
and receipt of final approval from the Exchange.
About Solace
As reported in previously disseminated news releases, Solace
leverages its brands, intellectual property and proprietary
formulations in the hemp and CBD markets by licensing distribution
and production arrangements.
Solace's brands and assets include among other things, the
Apawthecary Pets line of products which are leading all-natural
hemp-based pet treats with formulations for human grade,
all-natural pet treats, salves and oral drops. Apawthecary Pets
products are currently being sold in pet stores and veterinarian
clinics across Canada, including
Bosley's, PetLand, Pharmasave, Buckerfields, Shoppers Drug Mart,
Global Pet Foods and Pet Planet to name a few. Solace's product
portfolio currently comprises of 23 products and 57 SKU's of both
pet and consumer healthcare goods. All products are currently
utilizing organic, unrefined, cold-pressed hemp seed oil extracts.
As part of the Solace's continued growth, it has recently moved
to a new 7,500 sq. ft. facility built to (GMP) Good Manufacturing
Practices. The new facility is anticipated to increase Solace's
production capacity significantly in order to meet the growing
demand and will allow the development of new products and
formulations.
The Company's CEO, Andreas
Thatcher, stated, "The management team at Solace has an
exemplary track record in building businesses in the health-related
cannabis industry. This conditional approval brings us one step
closer to our intended goal of extending these businesses into the
regulated cannabis space, and into world markets. Geyser Brands
will be proud to associate with and support the team that continues
to lead the Cannabis industry through innovation and customer
loyalty."
Shareholder Approval
As previously announced, the Proposed Transaction is not an
"arm's length transaction" as such term is defined in the
Exchange's Policy 1.1 and therefore constitutes a "related party
transaction" as such term is defined in Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
Although the Company is exempt under MI 61-101 in respect of
minority shareholder approval and formal valuations, in accordance
with the Exchange's Policy 5.3, the Proposed Transaction
constitutes a "reviewable transaction", and, as the number of
shares issuable to "Non-Arm's Length" parties exceeds 10% of the
number of common shares issued and outstanding in the capital of
the Company, the Exchange requires the Company to seek approval of
a simple majority of the Company's shareholders, excluding certain
insiders, including those Non-Arm's Length parties. The Exchange
has approved the Company's proposal to obtain evidence of
shareholder approval by way of written consents from the Company's
shareholders. The Company is in the process of obtaining written
consents directly from the Company's shareholders and will provide
updates once a simple majority has been reached.
ABOUT GEYSER BRANDS
Geyser Brands Inc. builds
health-based hemp CBD consumer products in the nutraceutical,
cosmetics, food & beverage and pet sectors world-wide. Geyser
Brands owns a Health-Canada approved Licensed Producer (LP) in
Port Coquitlam, B.C. that holds
cultivation and processing licenses and is anticipating its R &
D and sales licenses. Geyser Brands will utilize both of its GMP-
licensed facilities in British
Columbia for the manufacturing and distribution of its hemp
and CBD-based products internationally. For more information,
visit Geyser Brands' website at www.geyserbrands.com.
On Behalf of the Board of Directors
Andreas
Thatcher
Director and CEO
CAUTIONARY AND FORWARD-LOOKING STATEMENTS
This news release contains forward‐looking statements and
forward‐looking information within the meaning of applicable
securities laws. These statements relate to future events or future
performance. All statements other than statements of historical
fact may be forward‐looking statements or information.
Forward‐looking statements and information are often, but not
always, identified by the use of words such as "appear", "seek",
"anticipate", "plan", "continue", "estimate", "approximate",
"expect", "may", "will", "project", "predict", "potential",
"targeting", "intend", "could", "might", "should", "believe",
"would" and similar expressions.
Forward-looking statements and information are provided for the
purpose of providing information about the current expectations and
plans of management of the Company relating to the future. Readers
are cautioned that reliance on such statements and information may
not be appropriate for other purposes, such as making investment
decisions. Since forward‐looking statements and information address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks. These include, but are not limited to, the risks
associated with the marijuana industry in general such as
operational risks in growing; competition; incorrect assessment of
the value and potential benefits of various transactions; ability
to access sufficient capital from internal and external sources;
failure to obtain required regulatory and other approvals and
changes in legislation, including but not limited to tax laws and
government regulations. In addition, the proposed acquisition of
Solace Management Group Inc. remains subject to the execution of a
binding definitive agreement and other conditions, including the
approval of the TSX Venture Exchange. There is no assurance
that the proposed acquisition of Solace will be completed as
described in this news release, or at all. Accordingly,
readers should not place undue reliance on the forward‐looking
statements, timelines and information contained in this news
release. Readers are cautioned that the foregoing list of factors
is not exhaustive.
NEITHER 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.
SOURCE Geyser Brands Inc.