Vancouver, B.C., Sept. 20, 2019 (GLOBE NEWSWIRE) -- Vancouver, BC, September 20, 2019 - INVICTUS MD STRATEGIES CORP. ("Invictus" or the "Company") (TSXV: GENE; OTCQX: IVITF; FRA: 8IS1) announces that, the Company has agreed to sell the 82.5% issued and outstanding shares (the “Future Harvest Shares”) of Future Harvest Development Ltd. (“Future Harvest”) which are held by the Company’s wholly owned subsidiary Prestige Worldwide Holdings Inc. (“Prestige”) to SL 152 Ventures Ltd. (“SL 152”), a company owned by Mr. Byron Sheppard, a Director, President and CEO of Future Harvest, and whose company holds the remaining 17.5% of Future Harvest.
As consideration for the Future Harvest Shares and an outstanding shareholder loan in the amount of $445,000 (the “Shareholders Loan”) which is owed by Future Harvest to Prestige, SL 152 will pay the purchase price of $1,425,000 (the “Purchase Price”) as follows: (i) $250,000 already paid in two installments on September 6, 2019 and September 9, 2019; (ii) payment of $750,000 at closing; and (iii) a promissory note with a maturity date that is one year from the date of closing in the amount of $425,000 (the “Promissory Note”). The payment obligations evidenced by the Promissory Note will be secured against the assets of SL 152 and Future Harvest pursuant to a general security agreement in favor of Prestige.
Mr. Trevor Dixon, President and CEO of the Company said, “The sale of Future Harvest is the next step in the reorganization of Invictus. Our focus continues to be increasing production and reducing the overhead cost of goods sold by Invictus in the cannabis market to increase shareholder value.”
Mr. Sheppard is a director and the President and Chief Executive Officer of Future Harvest and, as a result, the Transaction is a “related party transaction” under Multilateral Instrument 61-101 – Projection of Minority Securityholders in Special Transactions (“MI 61-101”). The directors of the Company determined that the Transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 and, in connection therewith, have determined that neither the fair market value of the Future Harvest Shares nor the consideration to be received, insofar as it relates to the related party, exceeds 25% of the Company's market capitalization. Closing of the Transaction remains subject to TSX Venture Exchange acceptance.
For more information, please visit www.invictus-md.com.
Trevor Dixon
Chief Executive Officer
Investor Relations 1-844-800-6086
E-Mail: connect@invictus-md.com
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 release.
About Invictus
Invictus is a global cannabis company with a focus on the Canadian cannabis space, offering a selection of products under a wide range of cannabinoid profiles that fit the demand of the Company’s medical clients and retail customers. The Company’s integrated sales approach is defined by five pillars of distribution including medical, adult-use, international, Licensed Producer to Licensed Producer and sales to provinces.
To meet growing demand, Invictus is expanding its cultivation footprint with two cannabis production facilities licensed under the Cannabis Act, which replaced the Access to Cannabis for Medical Purposes Regulations in Canada. Invictus’ wholly-owned subsidiary Acreage Pharms Ltd.’s (“Acreage”) Phase I and Phase II facilities are in full production. Acreage is awaiting the amendment to their license from Health Canada to include the Phase III facility. AB Laboratories Inc., a company which is a 50% owned subsidiary of Invictus has completed its Phase II expansion and received its amended license from Health Canada. Another of Invictus’ wholly owned subsidiaries, 2015059 Alberta Ltd. (dba Leaf Wise), continues to connect medical clients to physicians for medical cannabis and to Invictus’ fully licensed cannabis producers under the Cannabis Act. Invictus is targeting up to 50 percent of production to medical cannabis. Invictus drives sustainable long-term shareholder value by continuing to develop Invictus’ Canadian production of medical and recreational cannabis products. For more information visit www.invictus-md.com.
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding the closing of the Transaction on terms as anticipated by management, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the Transaction will close on the terms as anticipated by management. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, that the Transaction will not close on the terms as anticipated by management or at all. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.