/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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First fully integrated CBD company debuts as
new era of legalized hemp begins
OTTAWA, Dec. 13, 2018 /CNW Telbec/ - As the U.S.
comes closer to ending decades of hemp prohibition, LiveWell Canada
Inc. ("LiveWell" or the "Company") (CSE: LVWL)
and Vitality CBD Natural Health Products Inc. ("Vitality") move
closer to becoming a fully integrated cannabidiol (CBD) leader.
On Wednesday, December 12, 2018,
the U.S. Agricultural Improvement Act of 2018, also known as the
2018 Farm Bill, was passed by the U.S. Congress. The 2018 Farm Bill
legalizes hemp and removes it from the Controlled Substances Act
(CSA). CBD and other cannabinoid products extracted from hemp are
also removed from the CSA. The bill must still be signed by
President Trump, who has signalled support.
While individual states can impose their own restrictions on the
sale of hemp products, the measure allows for interstate commerce.
Further, with the removal of hemp from the CSA, legal commentators
say the Drug Enforcement Administration would no longer be able to
interfere in interstate commerce of hemp products. This would pave
the way for federally regulated institutions such as banks, credit
card companies and e-commerce platforms to conduct hemp business
without barriers. The U.S. Food and Drug Administration (FDA) will
continue to oversee ingestible and topical hemp products and has
yet to weigh in with any binding statements.
According to the Brightfield Group, the North American market
for hemp CBD could reach US$22
billion by 2022. LiveWell and Vitality will be
well-positioned to capitalize on the emerging CBD market.
Following their binding letter of agreement to merge as
announced on December 3, 2018, the
combined companies (Merger Co) today announced that key
executives and shareholders from both organizations have entered
into Lock-Up Agreements in support of the Merger.
Holders of 60% of the common shares of Vitality and 29% of the
common shares of LiveWell have agreed to exercise all rights in
support of the Merger, including to vote in favour of the merger.
This agreement continues until the earlier of the closing of the
Merger or 6 months. The Merger is expected to close in
March 2019.
"This is confirmation of our transformation to a global CBD life
sciences company," said David
Rendimonti, President and CEO of LiveWell Canada. "That this
is occurring during this historic time in the United States, our most significant
market, is not an accident. It is validation of a shared vision and
strategy to bring alternative health and wellness products to
consumers that deliver functional outcomes. We believe the hemp CBD
market will be explosive," Mr. Rendimonti added.
The Merger Co. brings together strategically aligned U.S. and
Canadian assets to create the first fully integrated CBD company:
One of the largest hemp cultivation and CBD extraction operations
in North America; research,
product development and GMP manufacturing facilities; international
sales networks; and experienced leadership.
About Vitality
Vitality is a privately-owned Canadian
company and one of North America's
largest cultivators and producers of bulk CBD isolates from hemp.
In 2018, Vitality planted and harvested approximately 20,000 acres
of industrial hemp, purposely planted for CBD production
(approximately 19,000 in Montana
across 33 farms and 1,000 acres at one farm in Alberta).
Vitality is currently producing CBD isolate in its facility at
Eureka, Montana. Vitality also
acquired additional production capacity in Las Cruces, New Mexico, where it plans to
retrofit the existing production/extraction equipment. By the
second half of 2019, Vitality's total production capacity of CBD
products, at both plants, is anticipated to reach more than 3,000
kilograms per day. The products offered include CBD isolate, CBD
distillate and CBD full-spectrum soft gels.
About LiveWell
LiveWell is an innovative Canadian
hemp and cannabis company focused on advanced research on CBD and
other cannabinoids, as well as developing, marketing and
distributing consumer health and wellness products. LiveWell
is also a late-stage cannabis cultivation applicant for its
facility based in Ottawa, Ontario.
A Research and Innovation Centre is also planned for
Litchfield, Québec, to further
LiveWell's discovery in CBD and other cannabinoids.
LiveWell's team of researchers and scientists recently completed
a seven-month study and major market report on CBD, published a
white paper on CBD from Industrial Hemp, is working on CBD product
formulations and partnering with other research entities. LiveWell
has leadership experience from the pharmaceutical, engineering,
consumer marketing, food and grocery industries, and commercial
expertise in global markets.
In October 2018, LiveWell
announced it was acquiring Acenzia Inc., a Windsor, Ont.-based developer and manufacturer
of nutraceutical products for the health and wellness
market. Acenzia specializes in patented therapeutics specific
to particular medical conditions and personalized diagnostics. It
has a manufacturing facility that is certified by Health Canada, is
FDA registered and has NSF certifications for GMP, for Sport, and
is USDA-Certified Organic. The acquisition is expected to
close in the near future.
Cautionary Note Regarding Forward-Looking
Statements
This release includes forward-looking
statements about the Company and its business. Often, but not
always, forward-looking statements can be identified by the use of
words such as "plan", "continue", "expect", "schedule", "project",
"intend", "believe", "anticipate", "estimate", "may", "will",
"potential", "proposed" and other similar words, or statements
(including negative variations) that certain events or conditions
"may" or "will" occur. Such statements are based on the
current expectations of management. The forward-looking events and
circumstances discussed in this release may not occur by certain
specified dates or at all and could differ materially as a result
of unknown and known risk factors and uncertainties affecting the
Company. Further, the Company cautions that this foregoing list of
material factors is not exhaustive, and readers are encouraged to
read all Risk Factors disclosed in the Company's Management
Discussion & Analysis dated October 26,
2018.
In respect of the forward-looking statements and information
concerning the anticipated benefits and completion of the Merger,
including the anticipated timing for completing the definitive
agreement, the Company has provided such statements and information
in reliance on certain assumptions that it believes are reasonable
at this time. Further, there can be no assurance that
the Merger will occur, or that it will occur on the terms and
conditions contemplated in the binding letter of agreement.
Following the due diligence, the Merger could be modified,
restructured or terminated.
The forward-looking information contained in this press
release represents expectations of the Company as of the date of
this press release and accordingly, is subject to change after such
date. Readers should not place undue importance on forward-looking
information and should not rely upon this information as of any
other date. While the Company may elect to, it does not undertake
to update this information at any particular time except as
required in accordance with applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation
Services Provider accepts responsibility for the adequacy or
accuracy of this release.
For more information, visit livewellcorp.com
SOURCE LiveWell Canada Inc.