NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Altitude Resources Inc. (“
Altitude” or the
“
Company”) (TSXV: ALI) is pleased to announce that
Vibe Bioscience Corporation (“
Vibe”), through
wholly-owned subsidiaries, has, as of February 4, 2019, completed
the acquisition of certain real estate located in Sacramento and
has, as of February 19, 2019, completed the acquisition of four
California domiciled operating entities for an aggregate purchase
price of approximately US$19 million (CAD$25.2 million), comprised
of approximately US$4.6 million (CAD$6.1 million) in cash, the
assumption of approximately US$1.2 million (CAD$1.6 million) in
debt and the issuance of approximately 12.5 million class “A”
common shares in the capital of Vibe (each, a “
Vibe
Share”) having an agreed upon value of approximately
US$13.2 million (CAD$17.5 million), subject to certain working
capital adjustments (collectively, the “
U.S.
Acquisitions”).
Vibe, through a wholly-owned subsidiary, has
also entered into escrow for the acquisition of an additional
entity domiciled in California for an aggregate purchase price of
approximately 2.5 million Vibe Shares having an agreed upon value
of approximately US$2.6 million (CAD$3.5 million) (the
“Additional Acquisition”). If the Additional
Acquisition is completed, the total acquisition consideration for
Vibe’s US assets will be US$21.6 million (CAD$28.7 million). Vibe
expects this acquisition to be completed upon the satisfaction of
certain closing conditions, including licensing and securities law
requirements (the “Escrow Release
Conditions”).
On January 29, 2019, Vibe and Altitude announced
that their respective shareholders have voted overwhelmingly in
favour of the acquisition by Altitude of all of the issued and
outstanding shares of Vibe pursuant to a three-cornered
amalgamation (the “Amalgamation”) which, when
completed, will result in a reverse takeover of Altitude.
On February 27, 2019, Vibe and Altitude entered
into an amending agreement extending the outside date for
completion of the Amalgamation to March 31, 2019.
With the closing of the U.S. Acquisitions, Vibe
now owns and operates two adult-use dispensaries in Sacramento and
Stockton, with a third dispensary set to open in Q3 2019; a
cultivation site in Sacramento; a distribution center under
development in Sacramento with a state-wide distributor temporary
license; a conditional use permit for mobile delivery issued by the
City of Sacramento; and real-estate to allow further expansion of
the company’s vertically integrated cannabis campus consisting of
retail, cultivation, and distribution capacity. Upon completion of
the Escrow Release Conditions, Vibe expects to own and operate a
license-pending developed cultivation facility in Del Norte
County.
As of the completion of the U.S. Acquisitions,
Vibe has become a vertically integrated cannabis company that owns,
operates, and develops cannabis assets in the affluent and
influential California market. California is the largest cannabis
market in the United States and provides Vibe with a robust market
for rapid growth and consolidation. The U.S. Acquisitions currently
generate positive cash flow and are expected to strengthen Vibe’s
position to acquire and develop additional operations while
implementing operational synergies across the value chain. Vibe
expects to leverage its corporate and retail management expertise
to execute accretive internal and external growth strategies while
streamlining operations.
Mark Waldron, Chief Executive Officer of Vibe,
stated: “We are thrilled to expand Vibe’s retail, delivery,
cultivation, and distribution presence in the world’s most
sought-after cannabis market. We look forward to further developing
Vibe’s brand and ethos while bolstering our competitive advantages
in mobile and online retail sales and technology-enabled delivery.”
Waldron added: “Our acquisition pipeline includes non-binding
letters of intent for several other dispensary locations in the
U.S., as Vibe continues to execute on its plan to rapidly grow its
retail dispensary and cultivation footprint. Our newly acquired
assets in California have experienced management teams, significant
brand presence, and positive cash flow for Vibe’s development as a
vertically integrated, multi-state operator.”
About Altitude
Altitude is a Canadian coking coal exploration
and development company focused on developing its portfolio of
coking coal properties in the province of Alberta, Canada (the
“Coal Business”). Altitude’s properties are
all located within close proximity to rail with spare capacity and
the ability to provide transport of coal to deep-water ports on the
west coast of Canada to service the growing demand from world
markets.
Altitude, Vibe and 2657152 Ontario Inc., a
wholly-owned subsidiary of Altitude, entered into an amalgamation
agreement on October 10, 2018, as amended, pursuant to which Vibe
expects to complete a reverse takeover of Altitude. Upon the
completion of the Amalgamation, Altitude expects to change its name
to Vibe Bioscience Corp. or such other name as may be determined by
its board of directors. Altitude expects to dispose of all or
substantially all of its assets related to the Coal Business prior
to completion of the Amalgamation. The Amalgamation remains subject
to various conditions precedent, including approval of the TSX
Venture Exchange and Canadian Securities Exchange. For further
details on the Amalgamation, see Altitude’s press releases dated
October 15, 2018, December 19, 2018, and January 29, 2019.
About Vibe
All information in this news release relating to
Vibe is the sole responsibility of Vibe. Management of Altitude has
not independently reviewed this disclosure nor has Altitude's
management hired any third-party consultants or contractors to
verify such information.
Vibe is a vertically integrated cannabis company
whose mission is to become an industry leading multi-state
operator. Vibe delivers exceptional retail experiences with its
brand and ethos, premier cultivation product, and high-efficiency
delivery and distribution. Vibe’s management team brings deep
experience in retail, cannabis cultivation, and capital markets to
support its U.S. expansion through organic growth and accretive
acquisitions.
Cautionary Note
Certain statements in this press release
constitute forward-looking information. All statements other than
statements of historical fact contained in this press release,
including, without limitation, those regarding the Company and
Vibe’s future, strategy, plans, objectives, goals and targets, the
development of future operations, the completion of the Escrow
Release Conditions, the Amalgamation and any statements preceded
by, followed by or that include the words “believe”, “expect”,
“aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”,
“anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”,
“should” or similar expressions or the negative thereof, are
forward-looking statements. These statements are not historical
facts but instead represent only the Company’s expectations,
estimates and projections regarding future events. These statements
are not guarantees of future performance and involve assumptions,
risks and uncertainties that are difficult to predict, including
those described in the Company’s management’s discussion and
analysis for the three and twelve months ended October 31, 2018 and
the Company and Vibe’s joint management information circular dated
December 18, 2018, both of which are available on the Company’s
SEDAR profile. Therefore, actual results may differ materially from
what is expressed, implied or forecasted in such forward-looking
statements. The forward-looking information and forward-looking
statements included in this news release are made as of the date of
this news release. The Company does not undertake an obligation to
publicly update such forward-looking information or forward-looking
information to reflect new information, subsequent events or
otherwise unless required by applicable securities law.
This news release does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities in
the United States. The Company’s securities have not been and will
not be registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”) or any
state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Neither the TSX Venture Exchange Inc. nor the
Canadian Securities Exchange has in any way passed upon the merits
of the Amalgamation and neither has approved nor disapproved the
contents of this news release.
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 news release.
|
|
Information
contact: |
|
|
Vibe: |
Ryan Mercier, Chief Financial Officer |
|
Phone: +1 833-420-8423 |
|
Email: ryanm@vibebioscience.com |
|
Website: www.vibebioscience.com |
|
|
Investors: |
Doug Porter |
|
Phone: +1 403-870-4349 |
|
Email: dporter@altituderesources.ca |
|
Website: www.altituderesources.ca |
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