VIVO Cannabis Inc. (formerly ABcann Global Corporation) (TSX-V: VIVO, OTCQB: VVCIF) (“VIVO” or the “Company”) is pleased to announce that it has closed its previously announced acquisition of 100% of the issued and outstanding shares of Canna Farms Limited (“Canna Farms”) (the “Transaction”). Canna Farms, located in Hope, British Columbia, is a premium Licensed Producer of medical cannabis under the Access to Cannabis for Medical Purposes Regulations, and the first Licensed Producer in British Columbia.
Transaction Highlights – Combining our Strengths
- Immediately Accretive to VIVO: The Transaction will be immediately accretive to VIVO. For the twelve months ended June 30, 2018, Canna Farms generated unaudited revenue and adjusted EBITDA(1) of $9.4 million and $4.3 million, respectively. For the fiscal year ended September 30, 2017, Canna Farms generated audited revenue of $5.8 million and adjusted EBITDA of $2.8 million.
- Enhanced Financial and Capital Markets Profile: VIVO’s enhanced market capitalization and strong cash position of $110 million, combined with Canna Farms’ positive operating cash flow and trailing adjusted EBITDA margins of 46%, are expected to result in a more robust capital markets profile.
- Increased Capacity and Scale: Annual fully funded production capacity of 57,000 kilograms(2), with multiple provincial supply agreements already secured.
- International Leverage: Canna Farms’ Dealers License, combined with VIVO’s international partnerships and expertise, are expected to expedite the Company’s expansion strategy in international markets, with a focus on Germany and Australia.
“The acquisition of Canna Farms represents further progress toward our goal of becoming a leading cannabis company,” said Barry Fishman, CEO of VIVO. “This transformational acquisition is immediately accretive to VIVO and provides significant benefits, including increased production capacity, expanded product offerings, operational synergies and a more robust financial profile to accelerate the execution of our growth strategy.”
Pursuant to a share purchase agreement dated July 30, 2018 (the “Purchase Agreement”), the Company has acquired 100% of the issued and outstanding shares of Canna Farms for an aggregate purchase price of approximately $133 million, comprised of approximately $22.5 million in cash and the issuance of 92.5 million common shares in the capital of the Company at a deemed price of $1.20 per share (based on the 20-day volume-weighted average price of VIVO’s common shares on the TSX Venture Exchange on the day prior to the announcement of the Transaction). The cash consideration was paid to the shareholders of Canna Farms upon the closing of the Transaction and the share consideration will be released from escrow and issued to the shareholders of Canna Farms in six-month increments over 30 months from the closing. As a result of the Transaction, Canna Farms has become a wholly-owned subsidiary of the Company.
The Company is also pleased to announce that it has appointed Daniel Laflamme, co-founder and President of Canna Farms, to VIVO’s board of directors.
“I’m very excited to join the executive team and Board of VIVO and to contribute to the continued dynamic growth of a company with strong operations in both British Columbia and Ontario,” commented Daniel Laflamme, President of Canna Farms.
For further details about the Transaction, see the Company’s news release dated July 30, 2018, available on SEDAR at www.sedar.com. In addition, the Company’s investor presentation on the Transaction dated July 30, 2018 and new corporate presentation are posted on www.vivocannabis.com.
- Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization, excluding any changes in fair value of biological assets.
- Current capacity: Napanee, ON 1,500 kilograms; Hope, BC 2,700 kilograms; End of 2018 expected capacity: Napanee, ON 5,500 kilograms; Hope, BC 6,900 kilograms; Estimated mid-2020 expected capacity: Napanee, ON 32,500 kilograms, Hope, BC 24,500 kilograms.
About VIVO Cannabis™
VIVO is recognized for trusted, high-quality products and services. It holds production and sales licenses from Health Canada, with world-class indoor cultivation facilities in Napanee, Ontario and Hope, British Columbia. The Company offers a large selection of award-winning strains and hand-trimmed cannabis flower, as well as a line of cannabis oils. VIVO is expanding its production capacity in both Ontario and BC, and pursuing partnership and product development opportunities domestically and in select international markets, including Germany and Australia.
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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