VANCOUVER, B.C., CANADA (March 28, 2019) – 1933 Industries Inc. (the “Company” or “1933 Industries”) (CSE: TGIF) (OTCQX: TGIFF), a licensed cultivator and producer of cannabis flower and concentrates and manufacturer of hemp-derived CBD wellness products, is pleased to announce that it has signed a Membership Interest Purchase Definitive Agreement (the “Agreement”) between the beneficial record holder of nine percent (9%) of the issued and outstanding membership interests of Infused MFG LLC (“Infused”), and the Company, the beneficial record holder of ninety-one (91%) of the issued and outstanding membership interests of Infused.
Subject to the terms of the Agreement, the purchase price (the “Purchase Price”) provides for a payment of CDN $1,248,000, payable through the issuance of a promissory note with a principal value of US$940,000 (the “Note”) and a maturity date of December 1, 2019; and the issuance of 7,000,000 common shares in the capital of the Company (the “Shares”), based on a deemed share price of CDN $0.45. The Note shall bear interest at a rate of 6.0% per annuum and interest only payments shall be due on the first of each month until repaid. The maturity date of the Note shall be accelerated in the event among other things the completion of a capital raise by the Company generating aggregate gross proceeds exceeding $10 million.
The Note shall be secured with 7% of issued and outstanding membership interest of Infused. The Shares will be subject to four month and one day hold period required by applicable securities laws in Canada and such additional restrictions as may be applicable pursuant to U.S. securities laws, but shall not be subject to escrow. The Purchase Price also includes the issuance by the Company of 1,000,000 non-transferable share purchase warrants (the “Warrants”) with a strike price equal to the market price at closing on the trading day immediately preceding the closing date. The Warrants will have an expiration date of two (2) years from the closing date.
The Agreement is subject to the regulatory approvals, including the approval of the Canadian Securities Exchange, as applicable. The closing date is expected to take place on or around March 29, 2019.
Mr. Brayden Sutton, President & CEO said, “This is an important strategic milestone for our Company. Acquiring the additional 9% positions us to fully benefit from the future growth potential of Infused”.
About 1933 Industries Inc.
1933 Industries Inc. is a vertically integrated cannabis company with operations in the United States and Canada. Operating through three subsidiary companies, 1933 Industries owns licensed medical and adult-use cannabis cultivation and production assets, proprietary hemp-based, CBD infused products, CBD extraction services and a specialized cannabis advisory firm supporting clients in security, intelligence and due diligence. The Company owns 91% of both Alternative Medicine Association and Infused MFG. and 100% of Spire Global Strategy.
Please visit our website at http://www.1933industries.com
For further information please contact:
Alexia Helgason, Corporate Communications Director
604-674-4756 (ext. 1)
Brayden Sutton, Director/President & CEO
604-674-4756 (ext. 1)
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice regarding Forward Looking Statements: This news 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 news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents, which can be found under the Company's profile on www.sedar.com. 1933 Industries undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.