Revive Therapeutics Ltd. ("Revive") (CSE: RVV) (OTCQB: RVVTF), a
specialty cannabis company focused on the research, development,
and commercialization of novel cannabinoid-based products, is
pleased to announce that on October 15, 2019 it has signed a
non-binding letter of intent (the “LOI”) to merge with Herman
Holdings Limited (“Herman Holdings”). The proposed merger is
intended to create a brand focused vertically-integrated cannabis
company that provides premium products for Canadian recreational
and medical cannabis consumers. Final terms will be set out in a
definitive agreement (the “Agreement”) to be entered into by the
parties.
“The merger of our business with Herman Holdings
gives us an opportunity to execute on our strategy more efficiently
and strategically positions us as a unique vertically-integrated
cannabis company within Canada that will be able to provide
solutions on a global-scale in the long-term,” said Craig Leon,
Chief Executive Officer of Revive.
Herman Holdings has made deliberate investments
in synergistic assets throughout the supply chain. The tone was set
with the first investment in Richmond Cannabis Co., a licensed
producer under the Cannabis Act in Napanee, Ontario. Herman
Holdings has also signed a letter of intent with a processing
facility that uses heat pressing to extract rosin from cannabis, in
a natural solvent-free manner. The supply chain was completed with
the Revive and Herman Holdings joint-ventured product
manufacturing facility in Mississauga, Ontario. These assets will
power Herman Holdings’ fully developed brands that are targeted
towards consumers who care about the quality of the product they
are consuming.
“Our ability to deliver on brands is a direct
reflection of our strategic investments. As we begin to launch our
niche portfolio of brands, we are thrilled to partner with Revive
whose cannabis-based intellectual property portfolio and expertise
will help implement our unique strategy. We intend to grow
shareholder value by providing differentiated consumer products and
using high quality inputs from soil to oil,” said Joshua Herman,
Chief Executive Officer of Herman Holdings.
For purposes of the Transaction, the deemed
value of the issued and outstanding shares of Revive (on a fully
diluted basis) at the time of closing of the Transaction, shall be
approximately $6,750,000, and the deemed value of the issued and
outstanding shares of Herman Holdings (on a fully diluted basis) at
the time of closing of the Transaction, shall be approximately
$18,300,000, plus the gross proceeds of the Herman Holdings
proposed minimum financing of a private placement for gross
proceeds of $2,500,000.
Under the terms of the LOI, on completion of the
Agreement, it is anticipated that Revive will (i) consolidate the
Revive common shares on the basis of one common share for every 2.5
common shares held, (ii) the shareholders of Herman Holdings (the
“Herman Holdings Shareholders”) will receive two common shares (the
“Exchange Ratio”) of Revive (a “Revive Share”) for each common
share of Herman Holdings (a “Herman Holdings Share”) held,
including Herman Holdings shares from Herman Holdings’ proposed
minimum financing of a private placement for gross proceeds of
$2,500,000, and (iii) issue replacement convertible securities of
the Resulting Issuer to the holders of convertible securities of
Herman Holdings on the basis of the ratio set out in (ii).
Consummation of the transaction is subject to a number of
conditions, including entering into a mutually agreed definitive
arrangement agreement, completion of due diligence, minimum
financing of a private placement for gross proceeds of $2,500,000,
Canadian Securities Exchange (the "CSE") approval, Revive
shareholder and board approval, other third party and regulatory
consents and approvals, and the satisfaction of other closing
conditions. There is no assurance that the transaction will be
consummated on the terms outlined above or at all.
ABOUT HERMAN HOLDINGS LIMITED
Herman Holdings has invested in assets
throughout the supply chain to bring a portfolio of brands to
market. We make sure that all of our brands and assets speak to
natural premium processes, so our consumers can be confident that
our products are clean from soil to oil to ensure a more enjoyable
experience. For more information, visit www.HermanHoldings.ca.
ABOUT REVIVE THERAPEUTICS
LTD.
Revive Therapeutics Ltd. (CSE: RVV) (OTCQB:
RVVTF) is a specialty cannabis company focused on the research,
development and commercialization of novel cannabinoid-based
products. The Company’s novel cannabinoid delivery technology is
being advanced to fill the medical needs for diseases and disorders
such as pain, inflammation, and wound care. Revive’s cannabinoid
pharmaceutical portfolio focuses on rare inflammatory and liver
diseases. For more information, visit www.ReviveThera.com.
For more information please
contact:
Craig Leon – Chief Executive OfficerRevive
Therapeutics Ltd.Tel: (905) 605-5535Email:
craig@revivethera.comWebsite: www.revivethera.com
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Neither the Canadian Securities Exchange nor its
Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
Certain statements contained in this press
release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of
the words “could”, “intend”, “expect”, “believe”, “will”,
“projected”, “estimated” and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on Revive’s
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. The
forward-looking information contained in this press release is made
as of the date hereof, and Revive is not obligated to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue
reliance on forward looking-information. The foregoing statements
expressly qualify any forward-looking information contained herein.
Factors that may cause actual results to differ materially from
those anticipated by these forward looking statements include:
uncertainties associated with the merger; uncertainties associated
with reaching a definitive agreement to merge; uncertainties
associated with obtaining regulatory approvals; the need to
establish additional corporate collaborations, distribution or
licensing arrangements; the Company's ability to raise additional
capital if and when necessary; intellectual property disputes;
increased competition from pharmaceutical and cannabis-centered
companies; changes in equity markets, inflation, and changes in
exchange rates; and other factors as described in detail in the
Company’s Management's Discussion & Analysis for the year ended
June 30, 2018, the Company’s Annual Information Form for the year
ended June 30, 2018, and continuous disclosure filings, all of
which may be viewed on SEDAR (www.sedar.com). Given these
risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements and information, which
are qualified in their entirety by this cautionary statement.
Except as required by law, Revive disclaims any intention and
assumes no obligation to update or revise any forward-looking
statements to reflect actual results, whether as a result of new
information, future events, changes in assumptions, changes in
factors affecting such forward-looking statements or otherwise.
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