Emblem Corp. (TSXV:EMC) (OTCBB:EMMBF) (“Emblem” or the “Company”),
announced today that it has signed a non-binding Letter of Intent
(“LOI”) to acquire all of the issued and outstanding securities in
Natura Naturals Inc. (“Natura”) that it does not already own for
$25 million in cash, $12.5 million in mortgage financing and
26,102,941 common shares of Emblem (the “Transaction”). Based on
Emblem’s 45 day VWAP of $1.36, the implied transaction value is $76
million (inclusive of Natura shares already owned by Emblem). On
completion of the Transaction, Emblem will further its aggressive
approach to sales growth both domestically and internationally
backed by robust supply from the Natura greenhouse.
Based in Leamington, Ontario, Natura operates a
662,000 sq ft licensed greenhouse that is currently undergoing a
phased conversion and retrofit that is expected to bring up to
15,000 kg of annualized cannabis production online in 2018. Once
completed in 2019, the facility is expected to bring total
annualized cannabis production capacity to approximately 70,000 kg
per year.
The entering into of the LOI follows Emblem’s
recently announced $3 million equity investment in Natura and the
entering into of a 3,000 kg per year supply agreement.
“Through the due diligence process of investigating
Natura as a supply partner, we uncovered significant synergies
between the two organizations” said Nick Dean, CEO of Emblem Corp.
“Providing high quality products to Emblem’s medical and adult-use
audiences continues to be our top priority. With the added capacity
from Natura, we are able to aggressively pursue our focus on
product innovation, building great brands and finding distribution
partners domestically and internationally.”
With more than 40 years of greenhouse production
expertise, Natura will bring a wealth of expertise and talent to
Emblem’s production side, with the capacity to produce
high-quality, greenhouse-grown cannabis at a lower cost than an
indoor facility. Natura will also bring 32 proprietary cannabis
strains to Emblem’s library, significantly increasing Emblem’s
intellectual property.
Emblem currently has supply agreements with
Shoppers Drug Mart nationally, the Alberta Gaming and Liquor
Commission, and has an LOI to form a joint venture with German
pharmaceutical wholesaler Acnos Pharma GmbH. Emblem also has
submitted an application to supply the Ontario Cannabis Stores in
Ontario. Under Emblem’s portfolio, it is expected that Natura will
be a stand-alone brand in the adult-use market, joining Symbl,
Emblem’s recently launched recreational brand.
The final terms and closing of the Transaction is
subject to the negotiation and execution of a definitive agreement
and certain other customary conditions including the receipt of all
necessary regulatory approvals. The Transaction is expected
to close in the third quarter of 2018.
In light of the Transaction, Emblem has made the
decision to suspend greenhouse construction plans at their Paris
Road location. The construction of Emblem’s GMP certified lab
located at their Woodslee location will continue with an
anticipated completion date of December 2018.
About Natura NaturalsBased in
Leamington, Ontario, Natura Naturals is a licensed cultivator
of medical cannabis pursuant to Health Canada's Access to Cannabis
for Medical Purposes Regulations ("ACMPR"). The company's
cultivation facility is capable of producing plants in a 662,000+
square feet greenhouse facility under optimal growing conditions.
Natura grows high-quality hydroponic cannabis which can be
used for various medical and recreational applications. Natura has
an extensive genetics library and continues to develop innovative
products for the Canadian and International marketplace.
About EmblemEmblem, through its
wholly-owned subsidiary Emblem Cannabis Corporation, is a fully
integrated licensed producer and distributor of medical cannabis
and cannabis derivatives in Canada under the ACMPR. Emblem’s
state-of-the-art indoor cannabis facility and research and
development laboratory is located in Paris, Ontario. Led by an
experienced management team of healthcare executives, accomplished
marketing professionals, and cannabis experts, Emblem is focused on
driving shareholder value through product innovation, brand
relevance, and access to patient and consumer channels. Emblem is
also the parent company of GrowWise Health Limited, one of Canada’s
leading cannabis education services. Emblem trades under the ticker
symbol EMC on the TSX Venture Exchange.
For further information
contact:
Ethan Karayannopoulos Investor
Relations Emblem Corp. 647.748.9696
ethank@emblemcorp.com
Alex Stojanovic Chief Financial Officer Emblem
Corp. 416.923.1331 alexs@emblemcorp.com
Alexander LogieSVP Business DevelopmentNatura
Naturals Inc.647.216.8997logie@naturanaturals.ca
Ian AtacanChief Financial OfficerNatura Naturals
Inc.416.562.3220ian@naturanaturals.ca
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATIONThis news release contains certain forward-looking
statements and forward-looking information (collectively referred
to herein as "forward-looking statements") within the meaning of
applicable Canadian securities laws. All statements other than
statements of present or historical fact are forward-looking
statements, including statements with respect to the Transaction.
Forward-looking statements are often, but not always, identified by
the use of words such as "anticipate", "achieve", "could",
"believe", "plan", "intend", "objective", "continuous", "ongoing",
"estimate", "outlook", "expect", "may", "will", "project", "should"
or similar words, including negatives thereof, suggesting future
outcomes. Management of the Company believes the expectations
reflected in such forward-looking statements are reasonable as of
the date hereof but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements should not be unduly relied upon. Various material
factors and assumptions are typically applied in drawing
conclusions or making the forecasts or projections set out in
forward-looking statements. Those material factors and assumptions
are based on information currently available to the Company,
including data from publicly available governmental sources as well
as from market research and industry analysis and on assumptions
based on data and knowledge of this industry which Emblem believes
to be reasonable. However, although generally indicative of
relative market positions, market shares and performance
characteristics, such data is inherently imprecise. While Emblem is
not aware of any misstatement regarding any industry or government
data presented herein, the medical marijuana industry involves
risks and uncertainties and is subject to change based on various
factors.
Forward-looking statements are not a guarantee of
future performance and are subject to and involve a number of known
and unknown risks and uncertainties, many of which are beyond the
control of the Company, which may cause the Company's actual
performance and results to differ materially from any projections
of future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, the risk that the Transaction may not be
completed or that the ultimate terms and conditions of the
Transaction may differ from the statements contemplated herein
and the risks identified in the Company's December 31, 2017
Management's Discussion and Analysis, which has been filed with the
Canadian Securities Administrators and available on
www.sedar.com. In addition, the terms and conditions of the
Transaction may change based on, among other things, the receipt of
tax, corporate and securities law advice. Any forward-looking
statements are made as of the date hereof and, except as required
by law, the Company assumes no obligation to publicly update or
revise such statements to reflect new information, subsequent or
otherwise.
Neither the Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
Exchange) accepts responsibility for the adequacy or accuracy of
this Press release.
Emblem (TSXV:EMC.WT)
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