12yearplan
5 years ago
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.
Logo: LiveWell Canada (Groupe CNW/LiveWell Canada inc.) (CNW Group/LiveWell Canada Inc.)
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.
junkHustler
6 years ago
LiveWell Announces Completion of Qualifying Transaction
LiveWell Canada Inc. (formerly Percy Street Capital Corporation) is pleased to announce the completion of its qualifying transaction with LiveWell Foods Canada Inc. as previously described in its news releases dated January 16, April 17, and May 31, 2018, and more particularly set out in its filing statement dated May 29, 2018, which is available under the profile of the Company at www.sedar.com. Additionally, the TSX Venture Exchange has issued its final exchange bulletin confirming the completion of the QT after yesterday's market close. Accordingly, at the opening on Thursday, June 21, 2018, the Company's common shares will commence trading on the TSXV as a Tier 2 diversified industries issuer under the symbol "LVWL".
Commenting on the listing, Seann Poli, Co-Founder and CEO of LiveWell Foods noted "As a management team, we are proud to have completed the QT. This listing will provide increased visibility for LiveWell as we enter a year with several key milestones. We remain on track for the completion of our Ottawa facility. Our cutting edge cannabinoids research and product development is targeting the launch of several high value end consumer products. We would like to thank our team and partners for their assistance in the listing."
Consolidation
Pursuant to articles of amendment dated June 13, 2018, the Company consolidated its issued and outstanding common shares on a 3 to 1 basis resulting in a total of 3,700,000 Common Shares outstanding post-consolidation and pre-Completion of the QT.
Qualifying Transaction
Pursuant to an amalgamation agreement (the "Amalgamation Agreement"), 10831891 Canada Inc., a wholly owned subsidiary of the Company, and LiveWell Foods amalgamated under the CBCA (the "Amalgamation"). As a result of the Amalgamation, (i) all securities of LiveWell Foods will be cancelled; (ii) the issued and outstanding shares in the capital of 10831891 Canada Inc. will be converted into one (1) common share in the capital of the surviving corporation of the Amalgamation ("Amalco"); and (iii) in exchange for each (1) security held in the capital of LiveWell Foods, each security holder will receive 1.0684 securities (the "Exchange Ratio") in the capital of the Resulting Issuer (the "LiveWell Securities"). The surviving corporation of the Amalgamation is LiveWell Foods and will be a wholly owned subsidiary of the Company.
No fractional LiveWell Securities will be issued under the QT. Where the aggregate number of LiveWell Securities to be issued to any LiveWell securityholders under the QT would result in a fraction of a security of the Resulting Issuer being issuable representing one-half (0.5) or less of a LiveWell Security, the number of securities shall be rounded down to the nearest whole Resulting Issuer security and will be rounded up to the nearest Resulting Issuer security in the event the LiveWell Shareholder is entitled to receive a fractional share representing more than one-half (0.5) of a LiveWell Security.
Financing
In conjunction with the QT, LiveWell Foods raised capital through a brokered financing (the "Financing") as disclosed in the Company's Filing Statement dated May 29, 2018. On June 11, 2018 LiveWell Foods reduced the minimum raise from $10,000,000 to $9,436,099, in order to proceed with the completion of the closing of the QT; otherwise LiveWell Foods would have accommodated late expressed interest from prospective investors.
Management will have discretion in the actual application of the net proceeds, and may elect to allocate the net proceeds differently from that described under "Use of Proceeds" if it believes it would be in the Company's best interest to do so.
A total of 9,436,099 LiveWell Foods units ("LiveWell Foods Unit") were issued at a price of $1.00 per LiveWell Foods Unit prior to the Amalgamation. Each Unit consisted of one (1) LiveWell Food common share and one-half (½) common share purchase warrant. On closing of the Amalgamation, the LiveWell Foods Units were exchanged for 10,081,711 common shares and 5,040,855 common share purchase warrants of the Resulting Issuer.
In connection with the Financing, LiveWell Foods paid Canaccord Genuity Inc. (the "Agent") and its selling group cash commissions and compensation options (the "Agent Options") equal to an average of 4.8% of the aggregate gross proceeds of the Financing. Each Agent Option may be exercisable into a unit (a "Compensation Unit") at a price of $0.936 per Compensation Unit, after application of the Exchange Ratio. Each Compensation Unit consists of one (1) common share and one-half (½) common share purchase warrant (the "Broker Warrant").
Pursuant to the Amalgamation and after the application of the Exchange Ratio, shares and warrants issued as part of the Financing were exchanged for common shares and warrants of the Resulting Issuer on a 1 to 1.0684 basis. Each warrant issued pursuant to the financing shall be exercisable for two (2) years from the date of the Final Exchange Bulletin and listing on the TSXV for a price of $1.22. Each Agent Option issued pursuant to the financing shall be exercisable for two (2) years from the date of the Final Exchange Bulletin and listing on the TSXV for a price of $0.936.
Outstanding Share Capital and Escrow
Following the completion of the QT, the Company currently has a total of 125,553,833 common shares issued and outstanding, 5,040,855 Warrants, 486,002 Agent Options and has issued or reserved for issuance 16,873,397 incentive stock options.
The Company has undertaken to only permit the exercise of 12,553,365 stock options under its stock option plan until such time as disinterested shareholder approval is obtained for a twenty percent (20%) fixed plan and the issuance of the overallotment of 4,320,032. Further, the officers and directors of the Company have agreed to amend their option agreements such that an aggregate of 4,320,032 stock options held by them as a group will not vest until such time as disinterested shareholder approval is obtained for a twenty percent (20%) fixed plan and the issuance of the overallotment.
An aggregate of 55,082,444 common shares and 427,340 preferred shares (213,670 Series 1 Preferred Shares, 213,670 Series 2 Preferred Shares) are subject to escrow, of which 1,999,994 common shares are subject to Tier 2 Value Escrow under the CPC Policy 2.4; 42,019,784 common shares and 427,340 preferred shares are subject to the following terms: five percent (5%) of the escrowed shares will be released from escrow on the issuance of the Final Exchange Bulletin and an additional five percent (5%) will be released 6-months following the date of the Final Exchange Bulletin; an additional ten percent (10%) will be released 12 and 18-months following the date of the Final Exchange Bulletin; an additional fifteen percent (15%) will be released 24 and 30-months following the date of the Final Exchange Bulletin; and the balance of forty percent (40%) will be released 36 months following the date of the Final Exchange Bulletin; and 11,062,666 common shares are subject to the following terms: ten percent (10%) of the escrowed shares will be released from escrow on the issuance of the Final Exchange Bulletin and an additional fifteen percent (15%) will be released every 6 months thereafter.
In addition, certain non-principal shareholders of LiveWell Foods are subject to the following TSXV seed share resale restrictions (SSRR):
(a) Arm's length shareholders who were issued shares of LiveWell Foods at a cost of $0.25 after May 2017, but before February 2018 are subject to a SSRR pursuant to a 1-year hold with twenty (20%) release every three months with the first release on closing of the QT;
(b) Arm's length shareholders who were issued shares and options of LiveWell Foods at a price of $0.46 after May 2017, but before February 2018 are subject to SSRR pursuant to the 4-month hold with twenty (20%) release every month with the first release on closing of the QT; and
(c) Arm's length shareholders who were issued shares of LiveWell Foods at a cost of $0.46 after May 2017 but before February 2018 are subject to an SSRR pursuant to a 1-year hold with twenty (20%) release every three months with the first release on closing of the QT.
Notwithstanding the information set out in the Filing Statement, to the knowledge of management of the Company, no Person or Company is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than ten (10%) of any class of voting securities of the Resulting Issuer upon completion of the QT, except for Canopy Growth Corporation and its affiliates Canopy Rivers Corporation which collectively own fourteen (14%) common shares of the Company.
New Board and Management
Effective on the closing of the QT, and pursuant to the resolutions passed at the shareholders' meeting on April 5, 2018, the directors of the Resulting Issuer will be Seann Poli, Peter Abboud, Timothy McCunn, Hugh Notman, and Lawrence Cannon. Seann Poli will act as Chief Executive Officer, David Rendimonti will act as President, Steven Archambault will act as Chief Financial Officer, Michel Lemieux will act as the Chief Administrative Officer, Robert Leaker will act as Chief Science & Innovation Officer, and Peter Abboud will act as Special Advisor. Timothy McCunn will act as Chairman.
About LiveWell Canada Inc.
LiveWell Canada Inc. (Ottawa, Canada) is a diverse, science-based nutritional lifestyle company that is dedicated to creating innovative healthy functional food products and patient/consumer experiences for a better life. LiveWell is retrofitting an existing 540,000 square feet greenhouse facility in Ottawa, Ontario. The Company is also constructing a state of the art Global Innovation Centre complete with a Cannabis and Hemp Research & Processing facility and 1 million square foot grow space, in Litchfield, Pontiac County, Quebec. Upon completion, the combined facilities will measure over 1.5 million square feet of greenhouse capacity, all built to an unparalleled level of quality assurance, procedures, and testing. The Company has established partnerships with leading sector names, with interests and operations abroad. LiveWell also distributes retail and bulk hemp products under the O-Hemp brand and plans to distribute cannabis edibles and infused products.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy of this release.
Investors are cautioned that, except as disclosed in the management information circular or filing statement (available on SEDAR), any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon solely.
The TSXV has in no way passed upon the merits of the QT and has neither approved nor disapproved the contents of this press release.
junkHustler
6 years ago
Percy Street Capital Corporation Announces Qualifying Transaction
January 16, 2018 11:16 ET | Source: PERCY STREET CAPITAL CORPORATION
OTTAWA, Jan. 16, 2018 (GLOBE NEWSWIRE) -- Percy Street Capital Corporation ("Percy Street" or the “Corporation”) (TSXV:PSC.P), a capital pool company, is pleased to announce it has entered into an arm’s length agreement in principle to purchase all of the issued and outstanding securities of LiveWell Foods Canada Inc. ("Livewell Foods"), a corporation incorporated on May 5, 2015 under the laws of Canada, and it intends that the proposed transaction will constitute its qualifying transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange"). The parties executed a letter of intent on January 11, 2018.
Qualifying Transaction
Percy Street and Livewell Foods will enter a definitive agreement (the "Amalgamation Agreement") pursuant to which Percy Street, or a newly incorporated subsidiary of Percy Street, and Livewell Foods will complete a three-corner amalgamation (the "Amalgamation") under the Canada Business Corporations Act (the "CBCA") and whereby the security holders of Livewell Foods will receive securities of the issuer resulting from the Amalgamation (the "Resulting Issuer"). The parties have agreed that for the purposes of the Amalgamation, the valuation of Percy Street will be $1,665,000 and the valuation of Livewell Foods will be $50,000,000.
The proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction. While Timothy McCunn is the current President & CEO and a director of Percy Street as well as a director of Livewell Foods, he is not a Control Person, as that term is defined by the Exchange, of either party. Tim McCunn owns 0.9% of the issued and outstanding shares of Percy Street and 7.0% of the issued and outstanding shares of Livewell Foods. The proposed Qualifying Transaction will not be subject to Percy Street shareholder approval.
Conditions precedent to the Closing of the Qualifying Transaction include execution of the Amalgamation Agreement and Percy Street and Livewell Foods obtaining all necessary consents to complete the Qualifying Transaction.
A concurrent financing will only be considered if necessary to meet the initial listing requirements of the Exchange. The parties intend on applying for a waiver of the sponsorship requirement.
History of the Business and Significant Financial Information
Livewell Foods is a diverse and science-based nutritional lifestyle company incorporated in 2015 and operating through its subsidiaries: Livewell Foods Quebec Inc. ("Livewell Foods QC"), O-Hemp Inc. ("O-Hemp"), Artiva Inc. ("Artiva"), and Delisse Fine Cuisine Inc. ("Delisse"). The registered office of Livewell Foods, O-Hemp, and Artiva is 1275 Leeds Ave., Suite 900, Ottawa, ON K1B 3W2. The registered office of Delisse is 1275 Leeds Ave., Suite 900, Ottawa, ON K1B 3W2. The registered office of Livewell Foods QC is 5970 Henri Bourassa Ouest, Montreal, QC H4R 3A6.
The collaboration of the Livewell Foods’ subsidiaries has positioned it for the next generation of healthy horticulture and functional food manufacturing including in the hemp and cannabis sectors. In addition, Delisse caters to the healthy minded consumer producing healthy foods. Artiva has applied for a Canadian medicinal cannabis licence through its joint venture partner Canopy Growth Corporation, and Livewell Foods QC will be applying shortly thereafter utilizing the same partner based application process.
Livewell Foods has been created to combine the growing and food manufacturing experience of its management team into this multi-faceted supplier of agricultural and functional food products.
Upon the completion of the Qualifying Transaction, the Resulting Issuer will be involved in the Diversified Industries sector, selling food and plant-based products to the public, in particular, through the following subsidiaries:
ARTIVA - Livewell Foods owns 100% of the issued and outstanding shares of Artiva which owns 100 acres of agriculture land near the Ottawa airport which includes 20 acres of greenhouse facilities. These facilities have a 25 year operating history of horticulture and cultivation. This facility was acquired by Livewell in Q4 of 2017. Artiva has partnered with Canopy Growth Corporation to receive strategic and operational support including but not limited to licensing, distribution, marketing, technology, genetics and personnel. Upon licensing, Canopy will receive a 20% equity interest in Artiva and an option to purchase 20% of annual production. Artiva has completed the security phase of its application with Health Canada and is working with Canopy to finalize its licence.
Artiva also has an agreement in principle with Cannabis Wheaton Income Corp (“Cannabis Wheaton”) for an investment of $54,000,000 for 20% of Artiva, including a 1/3rd offtake of future cannabis production over a 20 year period. On April 17, 2017 Artiva entered into an agreement with Cannabis Wheaton which provides for financing for the build out of its facilities by Cannabis Wheaton on the following terms:
Cannabis Wheaton shall subscribe for $54,000,000 of common equity of Artiva at a price per common share on the date of funding which:
(i) If not listed for trading on an exchange reflects a $270,000,000 pre-money valuations; or
(ii) If the shares are listed on the Exchange is equal to the greater of (x) the trading price or (y) $270,000,000 pre-money valuations;
Artiva shall grant Cannabis Wheaton “access and influence” over 33% of the actual cultivation yield which includes the right to purchase such yield at cost plus 10%, for a period of 10 years;
Artiva also grants to Cannabis Wheaton a right of first refusal to finance an expansion of the facility in terms similar to the above.
Artiva and its predecessor company Sole Produce had unaudited revenues of approximately $2,100,000 in 2017.
LIVEWELL FOODS QC – Livewell Foods owns 100% of the issued and outstanding shares of Livewell Foods QC which has an option to purchase up to 1,400 acres in the Pontiac region of Quebec, 1 hour north-west of Ottawa, ON and Gatineau, QC. It is also management’s intent to build a licensed greenhouse facility at this site. This site will also house a Global Innovation Center focused on Cannabis products, hemp products and research and development, including but not limited to a proprietary organic extraction and isolation technology. Artiva and Livewell Foods QC have entered into an exclusive licensing agreement with Relief Effects Inc. for the intellectual property surrounding our isolate and infusion technologies.
O-HEMP – Livewell Foods owns 100% of the issued and outstanding shares of O-Hemp which is focused on manufacturing and sale of hemp products. It has recently launched its first products in Q4 of 2017.
DELISSE – Livewell Foods owns 40% of the issued and outstanding shares of Delisse and has an option to acquire the remaining shares of Delisse, which is a food manufacturing company distributing a variety of food products through national distributors.
Financial Information
Based on the audited financial statement for the year ending December 31, 2016, as a holding company, Livewell Foods generated no revenue and incurred a net loss of $569,486 and negative cash flows from operations of $409,419. Unaudited interim financial statements to November 30, 2017 for Livewell Foods indicates a net loss of $1,500,000, with total assets of $3,500,000.
Directors and Management of the Resulting Issuer
The following are summaries of those individuals, including a tentative board composition, considered Insiders of the Resulting Issuer. The summaries include each individual’s expected positions with the Resulting Issuer and relevant work and educational backgrounds:
Seann Poli, Co-Chief Executive Officer, Director – Mr. Poli has an extensive business background, successfully growing a number of mid and small sized companies in private capital markets. Mr. Poli’s experience encompasses a diverse set of industries and roles involving negotiations with key stakeholders, government offices, private investors, senior level management, and on-site staff.
Peter Abboud, Co-Chief Executive Officer, Director – Mr. Abboud has extensive background in horticulture, produce and food manufacturing. He has 25 years of involvement with start-up companies domestically and internationally and experience in food manufacturing as founder of Delisse.
David Rendimonti, President – Mr. Rendimonti has held senior roles within Johnson & Johnson and Pfizer. He has extensive experience in the biotech, CNS and women’s health markets in Canada leading product development, launch, programming and market leading share, growth and innovation.
Michel Lemieux, Chief Administrative Officer – Mr. Lemieux has over 25 years of experience in organizational change, business development, and strategic planning.
Peter Ostapchuk, Director, Chair of Audit Committee – Mr. Ostapchuk is an executive advisor with over 29 years of advisory, governance, and financial restructuring, expertise in leadership roles. Mr. Ostapchuk was a principal financial and M&A advisor with EY and PwC, financial institution risk management advisor with the CDIC, and federal Crown corporation Deputy CFO. Mr. Ostapchuk is a CPA, CA, and holds the ICD.D designation from the Institute of Corporate Directors. Mr. Ostapchuk was appointed to the OSC regulated Boards within the Global Financial Group, and was previously on the board of directors of Alterna Bank and Alterna Savings as Chair of the Audit and Finance Committee.
Hugh Notman, Director – Mr. Notman is a managing director with the national mid-market firm, CCC Investment Banking, managing the Vancouver office. Mr. Notman’s business career has mostly been in the financial services industry for over 35 years. CCC Investment Banking is a leading mid-market firm that is active in the healthcare and food and beverage sectors. Mr. Notman holds the ICD.D designation from the Institute of Corporate Directors. Mr. Notman sits on several for profit and non-profit boards.
Exchange Policy 2.4 – Capital Pool Companies
Under Exchange Policy 2.4, a capital pool company must complete a Qualifying Transaction within 24 months of listing. Percy Street was listed on January 12, 2016. Trading of Percy Street’s common shares was halted on January 12, 2018 at the request of the Corporation. However, Percy Street’s “halted” status will change to “suspended” on January 18, 2018 and will remain suspended until the Exchange provides final approval for the Qualifying Transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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