VANCOUVER, April 30, 2020 /CNW/ - Hollister Biosciences Inc. (CSE: HOLL, FRANKFURT: HOB, OTC: HSTRF) (the "Company" or "Hollister") – a diversified cannabis branding company with products in over 220 dispensaries throughout California, is pleased to announce that further to the signing of the definitive agreement, as amended (the "SEA"), the Company has now closed its acquisition of AlphaMind Brands Inc. ("AlphaMind"), a growth stage company, that is developing a portfolio of certified legal mushroom based natural health products (the "Transaction").
"We are very pleased to close our acquisition of AlphaMind", shared Carl Saling, Founder and CEO of Hollister. "It is our continual objective to broaden our product scope and Alphamind, with its experienced management team, is a perfect foothold for us in the fast-growing market for medicinal mushrooms and complements our existing cannabis and hemp-based product offering. We are excited to bring another promising brand under the Hollister umbrella, especially in such a fast growing and exciting sector."
"We are very pleased to have closed this transaction", shared Dr. Nikos C. Apostolopoulos, Chief Product & Research Officer of Alphamind Brands. "We are looking forward to working with Hollister to build out our medicinal mushroom based product line and conducting further R&D to develop an exciting IP portfolio surrounding psilocybin based pharmaceutical treatments."
Key Terms of The Transaction
Pursuant to the terms of the SEA, the Company has acquired AlphaMind for consideration of CDN$1,200,000 which is being satisfied by the issuance of 4,200,000 Hollister common shares (the "Payment Shares") on the Closing Date pro rata to the shareholders of AlphaMind and an additional 1,800,000 common shares (the "Earn-Out Shares") to be issued pro rata to the former shareholders of AlphaMind on the earlier of (i) AlphaMind meeting certain milestones (detailed below) or (ii) December 31st, 2021.
- The Payment Shares and the Earn-Out Shares will be issued at a deemed value of $0.20 per share;
- The Payment Shares are subject to certain voluntary hold periods as follows: 331/3% until May 30th, 2020; an additional 331/3% until June 30th, 2020; and the remaining 331/3% until August 30th, 2020;
- The Earn-Out Shares will be issued on the earlier of (i) December 31st, 2020, or (ii) upon AlphaMind's first production run or its first sales of product.
Hollister will not be assuming any long-term debt; no new control position will be created and there is no change in management or the Board of Directors of Hollister in connection with the Transaction.
About AlphaMind Brands Inc.
Alphamind Brands is a Canada and US based growth stage company, that is developing a portfolio of certified legal mushroom based natural health products. It is also actively conducting R&D initiatives, led by Dr. Nikos C. Apostolopoulos, who is exploring psilocybin based pharmaceutical treatments. The company's "ready to ship" product SKU's include Cordyceps, Lion's Mane, Shiitake, Oyster and Reishi Mushroom based: liquid tinctures, concentrated mushroom powder(s), teas, and chocolate.
About Hollister Biosciences Inc.
Hollister Biosciences Inc. is a multi-state cannabis company with a vision to be the sought-after premium brand portfolio of innovative, high-quality cannabis & hemp products. Hollister uses a high margin model, controlling the whole process from manufacture to sales to distribution or seed to shelf. Products from Hollister Biosciences Inc. include HashBone, the brand's premier artisanal hash-infused pre-roll, along with concentrates (shatter, budder, crumble), distillates, solvent-free bubble hash, pre-packaged flower, pre-rolls, tinctures, vape products, and full-spectrum high CBD pet tinctures. Hollister Cannabis Co. additionally offers white-labeling manufacturing of cannabis products. Our wholly-owned California subsidiary Hollister Cannabis Co is the 1st state and locally licensed cannabis company in the city of Hollister, CA birthplace of the "American Biker".
ON BEHALF OF THE BOARD
CEO and Director
The CSE does not accept responsibility for the adequacy or accuracy of this release.
The CSE has not in any way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
The securities to be issued in connection with the Transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.
SOURCE Hollister Biosciences Inc.
For further information: please contact the Company at: Email: [email protected], Tel: 604-961-0296