August 24, 2018 MJ Shareholders
August 24th, 2018
AREV Nutrition Sciences Inc. (“AREV” or the “Company”) (CSE – AREV), is pleased to announce a binding agreement (the “Acquisition Agreement”) to acquire 100% of the issued and outstanding shares of AdviceScene Enterprises Inc. dba Seventails Cultivation (“Seventails”).
Seventails is a late-stage ACMPR applicant in queue to be a Licensed Producer (“LP”). Seventails is currently at the readiness to inspect stage with Health Canada, and is in the process of building a 20,000 sq. ft. cultivation and processing facility, subject to the raising of $3,000,000.
Seventails is committed to producing unique organic cannabis products from its proprietary strains, appealing to a wide segment of the adult-use market throughout Canada and the rest of the world.
Seventails is focused on getting the facility constructed and it’s first crop of proprietary and high demand strains planted. The Company views educating and advising consumers on safety and efficacy of cannabis as a key to its success.
Seventails is located on a scenic 17 acre property on the way to Victoria BC. Each year tens of thousands of local and international tourists drive by the property, which is zoned farmland. The Company will acquire and retain customers through education of the beneficial effects of its cannabis products while promoting responsible use.
The Acquisition Agreement provides for the aggregate purchase price for the Acquisition of the Seventails’ Shares to have a deemed value of $5,250,000 comprised of $500,000 in cash and 9,500,000 common shares of AcquireCo. It is anticipated a total of 9,500,000 AREV shares will be issued at a deemed price of $0.50 per AREV Share pursuant to the agreement. An aggregate deemed value of $5,000,000. If the Valuation reports a higher valuation range limit lower than $5,000,000 but equal to or greater than $4,000,000 then the Purchase price shall comprise of $500,000 in cash and 9,500,000 common shares at the deemed price equal to $0.56.
Concurrent with the completion of the Acquisition at the Closing, AcquireCo shall have completed a financing raising a minimum of $3,000,000 in net proceeds, which $3,000,000 in net proceeds shall be provided to Seventails as an inter-corporate loan from AcquireCo to Seventails as a subsidiary of AcquireCo.
It is understood that the AREV shares, to be issued by AREV to the Seventails, may be subject to certain resale restrictions including escrow requirements under applicable securities law and policies of the Canadian Securities Exchange (the “CSE”).
Both companies will have 10 business days from the date of execution of the Acquisition Agreement to provide the other party complete and commercially reasonable requests for due diligence.
“I’m very pleased to become part of the AREV team. I believe that this acquisition will allow Seventails to accelerate and expand its business plan with a focus on agri-tourism. BC is a beautiful place to visit. Our BC wine industry and its associated agri-tourism is a good example of where cannabis tourism is headed in BC. We hope to have several locations for the public to visit in the coming years after legalization,” stated Nancy Kinney, Shareholder and Principle of Seventails Cultivation.
Mike Withrow, Chairman of the Board of Directors of AREV states “This acquisition enables AREV to get one step closer to legalization. It gives shareholders value while the company polishes its plan for full integration. We have accomplished this in a very cost effective manner. We will be able to deliver our proprietary genetics in the form of seed, plants, flower, and oils for consistent ingredients to our current Natural Health Products and innovative formulations we have in our product pipeline for targeted health and the recreational experience.” Mr. Withrow went on to say “I have known Nancy Kinney for over one year now and she has impressed me with her abilities and skill set. It will be a pleasure to have a capable woman lead the related cultivation activities all the way to a cultivation, processing and sales license for the Company. I would also like to make this an opportunity to thank our shareholders for their patience while we have carefully assembled the pieces necessary to deliver safe efficacious products in a lawful manner.”
For further information, contact Mike Withrow, email@example.com.
On behalf of the Board,
Mike Withrow, Chairman.
About AREV Nutrition Sciences Inc.
AREV Nutrition Sciences Inc. (“AREV”) produces and delivers functional ingredients from its world-class extraction systems. AREV is revolutionizing the current delivery method of coconut oil, whey protein and nutrients through emulsification. These premium ingredients and products are targeted for the natural health, medical, functional food, nutraceutical, sport nutrition and bioceutical markets. AREV is also working with Pharmacy and Dispensary operators with an innovative emulsified base formula to disperse Cannabis oil extracts from specific selected genetic Cannabis strains that address 5 areas of health including Anxiety, Pain Management, Insomnia, Central Nervous System Disorders & Libido.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
FORWARD LOOKING INFORMATION
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws. This press release contains forward-looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks various risk factors discussed in the Company’s Management’s Discussion and Analysis under the Company’s profile on www.sedar.com.
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About Ryan Allway
Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.
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