VANCOUVER, March 11, 2019 /CNW/ - Geyser Brands Inc. (formerly Kanzen Capital Corp.) (TSX-V: GYSR) (the "Company") wishes to provide an update in relation to the non-binding letter of intent (the "Letter of Intent") entered into between the Company and Solace Management Group Inc. ("Solace"), which contemplates the acquisition by the Company of all of the issued and outstanding shares of Solace by way of a share purchase, share exchange or similar transaction following a review of all relevant legal, regulatory and tax matters (the "Proposed Transaction"), as initially announced by news release on February 11, 2019.
As previously announced, the Proposed Transaction is not an "arm's length transaction" as such term is defined in TSXV Exchange's (the "Exchange") Policy 1.1 and therefore, among other reasons, constitutes a "reviewable transaction" pursuant to the policies of the Exchange. The Company has submitted its initial application for conditional approval of the Proposed Transaction to the Exchange in accordance with Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and is in the process of satisfying the filing requirements and providing the Exchange with further information as outlined therein in order to obtain conditional approval. The parties are in the process of completing its due diligence and negotiating and settling the terms of the definitive agreement in respect of the Proposed Transaction.
The Proposed Transaction continues to be subject to, among other things: (1) the Company being satisfied with its due diligence review of Solace; (2) the receipt of all necessary consents, including all necessary third party consents; (3) board approvals of Geyser and Solace, (4) approvals and authorizations including any applicable shareholder approval; (5) Exchange approval; (6) receipt of an independent valuation report of Solace; (7) satisfaction of any Exchange requirements; and (8) the parties negotiating and entering into a definitive binding agreement in respect of the Proposed Transaction, with such other customary closing conditions. The Letter of Intent may be terminated at any time by either party in certain circumstances. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.
The Company will continue to provide updates on the status of the Proposed Transaction, as and when required.
ABOUT GEYSER BRANDS
Geyser Brands supports healthy active lifestyles by planning to deliver innovative cannabis, hemp, hemp-CBD infused consumer packaged goods in the nutraceutical, cosmetics, food, beverage and pet sectors. Through ongoing R&D investment in Nanofusion, a proprietary all-natural Nano-technology, Geyser will deliver unique formulations with superior bio-availability and water-solubility properties to its retail and export markets. Geyser Brands is a Health Canada approved Licensed Producer under the Cannabis Act, with its facility located in Port Coquitlam, British Columbia.
On Behalf of the Board of Directors
Director and CEO
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.
THIS NEWS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the marijuana industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information relating to Geyser is available at www.sedar.com.
SOURCE Geyser Brands Inc.
For further information: 330-321 Water St., Vancouver, B.C., V6B 1B6, Tel: (604) 315-4400, www.geyserbrands.com, [email protected]