Shareholders of licensed producer Zenabis Ltd.
- which is merging with Bevo Agro to
become Zenabis Global – together with Bevo shareholders have
entered into a voluntary pooling agreement.
VANCOUVER, Dec. 21, 2018 /CNW/ - As previously
announced on October 4, 2018, Bevo
Agro Inc. (TSXV: BVO) ("Bevo" or "the issuer") and Sun Pharm
Investments Ltd. ("Sun Pharm") have entered into an arrangement
agreement with respect to a reverse take-over of Bevo (the RTO
Transaction"), with the resulting combined issuer being Zenabis
Global Inc. ("Zenabis").
Certain shareholders (the "Applicable Shareholders") of
Bevo and Sun Pharm have entered in
to a voluntary pooling agreement (the "Pooling Agreement") under
which 111,558,446 shares of Bevo or Sun
Pharm, which will represent approximately 60% of the
outstanding shares of Zenabis on completion of the RTO Transaction
will be subject to voluntary restrictions on
disposition.1
The Applicable Shareholders depositing the Pooled Securities
include all of the founders of both Bevo
and Sun Pharm who will be continuing on with the business,
with the following deposits of Pooled Securities being made under
the Pooling Agreement:
|
|
|
Securityholder
|
Name
|
Title
|
Blue Samurai Medical
Partnership
|
Mark
Catroppa
|
Founder and Director
– Sun Pharm
|
|
|
|
Bluecore Medical
Partnership
|
Monty
Sikka
|
Founder, Director and
Chair – Sun Pharm
|
|
|
|
Brar Bioceutical
Corp.
|
Rick Brar
|
Founder and CEO – Sun
Pharm
|
|
|
|
Nuovo Enterprises
Ltd.
|
Kevin Coft
|
Chief Facilities
Officer – Sun Pharm
|
|
|
|
C.G.M. Ventures
Inc.
|
Leo Benne, Jack
Benne, John Hoekstra
|
Directors –
Bevo
|
|
|
|
Leo Benne
|
Leo Benne
|
Manager, Secretary
and
Director -
Bevo
|
John
Hoekstra
|
John
Hoekstra
|
Chief Financial
Officer - Bevo
|
_______________________
|
1
|
Zenabis will have
186,742,840 shares outstanding after giving effect to the reverse
takeover (assuming full exercise of Sun Pharm Warrants prior to
completion of the RTO)
|
The Pooling Agreement represents the combined commitment of the
Applicable Shareholders to the generation of long-term value for
Zenabis following completion of the RTO Transaction.
On completion of the RTO Transaction, certificates (the
"Certificates") representing the Pooled Securities shall be
delivered to the Pooling Agent. The Pooled Securities will be held
by the Pooling Agent and released, on a pro rate basis to each
Depositing Party, in accordance with the dates below (together, the
"Release Dates").
|
Release
Dates
|
Percentage of
Total
Pooled Securities to be
Released
|
(a)
|
On the date that is 1
month after the Closing Date
|
1.0%
|
(b)
|
On the date that is 2
months after the Closing Date
|
1.0%
|
(c)
|
On the date that is 3
months after the Closing Date
|
1.0%
|
(d)
|
On the date that is 4
months after the Closing Date
|
7.5%
|
(e)
|
On the date that is 5
months after the Closing Date
|
7.5%
|
(f)
|
On the date that is 6
months after the Closing Date
|
7.5%
|
(g)
|
On the date that is 7
months after the Closing Date
|
7.5%
|
(h)
|
On the date that is 8
months after the Closing Date
|
7.5%
|
(i)
|
On the date that is 9
months after the Closing Date
|
7.5%
|
(j)
|
On the date that is
10 months after the Closing Date
|
8.7%
|
(k)
|
On the date that is
11 months after the Closing Date
|
8.7%
|
(l)
|
On the date that is
12 months after the Closing Date
|
8.7%
|
(m)
|
On the date that is
13 months after the Closing Date
|
8.7%
|
(n)
|
On the date that is
14 months after the Closing Date
|
8.7%
|
(o)
|
On the date that is
15 months after the Closing Date
|
8.5%
|
|
TOTAL
|
100.00%
|
Pooled Securities may only be transferred given board approval,
transferee acceptance to be bound by the pooling agreement, and no
violation of the terms of any TSXV escrow and Seed Share Resale
Restrictions imposed by the TSXV. The Depositing Parties
acknowledge that the Pooled Securities may also be subject to
escrow or Seed Share Resale Restrictions imposed by the TSXV and
may result in a restriction of sale of Pooled Securities. The
Pooling Agreement does not restrict Applicable Shareholders from
each exercising the voting rights attached to their Pooled
Securities.
Through Sun Pharm's subsidiary
licensed producer Zenabis Ltd., Zenabis Global Inc. has lands and
premises available that would support conversion of, or
construction of, nearly 3.5 million square feet of cannabis
production space.2 Completion of the Bevo-Sun
Pharm Transaction remains subject to receipt of shareholder and all
required regulatory approvals.
_______________________
|
2
|
If all available
space is constructed and converted for cannabis
production.
|
Zenabis Key Milestones
- On October 4, 2018 Bevo and Sun
Pharm announced the Bevo-Sun Pharm Transaction and the intent of
Bevo to change its name to Zenabis Global Inc. upon completion
- On October 5, 2018, Zenabis
released a presentation introducing the combined business
- As of December 21, 2018, Zenabis
has secured purchase orders from government and third party
retailers/distributors in New
Brunswick, Nova Scotia,
British Columbia, and the
Yukon Territory
About Bevo Agro
Bevo Agro is North America's leading supplier of propagated
agricultural plants, operating approximately 53 acres of
state-of-the-art greenhouse facilities on 98 acres of land in
Langley, BC and 20 acres of land
in Pitt Meadows, BC. The company
has entered into a binding agreement to acquire 10.4 acres of
greenhouse space on 50 acres of land in Aldergrove, British Columbia (the "Greenhouse
Acquisition"). The Company's main products have been the
propagation of vegetable plants such as tomatoes, peppers,
cucumbers, and other plants such as bedding plants, flowers and
grasses. The Company markets its products to established greenhouse
growers, nurseries and retail outlets throughout North America. Zenabis intends to convert the
Bevo Langley greenhouse (2.1 million square feet) by March 2020. Zenabis will build and/or acquire
additional propagation greenhouse space over the coming year in
order to maintain all of Bevo's current food/floral propagation
capacity while the current Langley
facility is being converted.
About Sun Pharm
Sun Pharm has significant experience
in agriculture, technology, pharmaceutical sales, consumer packaged
goods, international distribution and brand marketing, with
cannabis and cannabis-related purchase orders from the provinces of
New Brunswick, British Columbia, Nova Scotia, and Yukon Territory.
Sun Pharm is currently a
privately-held cannabis company which has one of the largest,
federally licensed indoor medical cultivation footprints in
Canada, operating two licensed
production facilities in British
Columbia and New Brunswick,
with a third expected to be coming online shortly in Nova Scotia. These facilities encompass
660,000 square feet of indoor pharmaceutical grade cannabis
production space, strategically positioned on Canada's coasts, facilitating national
distribution and access to international markets. Sun Pharm is currently working towards globally
recognized EU GMP certifications. Sun
Pharm has a management team with decades of experience in
the industry, with expertise in retail consumer packaged goods,
global pharmaceutical sales and manufacturing, quality assurance,
and commercialized cultivation. The growing team has more than two
decades of experience in organic cultivation and distribution of
herbs and nutraceutical products throughout the Americas,
North Africa, and the Middle
East. Sun Pharm's sales team
has more than two decades in product development,
commercialization, and retail and pharmaceutical sales including
international distribution.
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Bevo, Sun Pharm or Zenabis, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur, including the completion of
the Transaction. Forward-looking information is based on
information available at the time and/or management's good-faith
belief with respect to future events and are subject to known or
unknown risks, uncertainties, assumptions and other unpredictable
factors, many of which are beyond Bevo and
Sun Pharm's control. These risks, uncertainties and
assumptions include, but are not limited to, those described Bevo's
Management's Discussion & Analysis for the fiscal year ended
June 30, 2018, a copy of which is
available on SEDAR at www.sedar.com, and could cause actual events
or results to differ materially from those projected in any
forward-looking statements. Furthermore, any forward-looking
information with respect to available space for cannabis production
is subject to the qualification that management of Zenabis may
decide not to use all available space for cannabis production, and
the assumptions that any construction or conversion would not be
cost prohibitive, required permits will be obtained and the labour,
materials and equipment necessary to complete such construction or
conversion will be available. Bevo and Sun
Pharm do not intend, nor do either Bevo or Sun Pharm undertake any obligation, to update or
revise any forward-looking information contained in this news
release to reflect subsequent information, events or circumstances
or otherwise, except if required by applicable laws.
For more information,
visit: https://www.zenabis.com.
SOURCE Bevo Agro Inc.