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Invictus MD Strategies Corp. Announces Acquisition of 40% of the Shares of The Edison Vape Co.

Tuesday, 27 January 2015 08:31 AM

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Vancouver, BC / ACCESSWIRE / January 27, 2015 / INVICTUS MD STRATEGIES CORP. (formerly BioAB Strategies Ltd.) ("Invictus MD" or the "Company") (CSE: IMH) is pleased to announce the acquisition of 40% of the common shares of The Edison Vape Co., a Vancouver, BC based company, by way of subscribing 40,000 shares at a price of $0.001 per common share for a cash consideration of CAD$40 and, simultaneously, providing a shareholder's loan of CAD$40,000 (the "Transaction").

The Edison Vape Co. is a newly-formed corporation engaged in the design, development, patenting, manufacture, and distribution of a new and improved system for smoking medicinal marijuana and other herbal materials using vaporizer technology with disposable marijuana cartridges. The founders (the "Inventors") of The Edison Vape Co. have a combined 11 years of experience designing, developing, patenting, manufacturing, and distributing innovative products and accessories geared towards the medicinal marijuana industry.

Pursuant to the Transaction, upon the completion of a 6-month development period, and for a period of 120 days following the completion of the development period, Invictus MD will have the option to purchase the remaining 60% of the common shares of The Edison Vape Co. (the "Remaining Edison Shares"). The option to purchase will have a fixed price of CAD$1.2 million (the "Fixed Price") plus a 3% perpetual royalty based on gross sales once The Edison Vape Co. has achieved a minimum of CAD$500,000 in cumulative gross sales. The Fixed Price will be payable, at the election of Invictus MD, either in cash or by way of a combination of cash and common shares of Invictus MD (the "Invictus Shares").

If Invictus MD elects to pay the Fixed Price in cash, the Remaining Edison Shares will be immediately transferred to Invictus MD at the time of payment.

If Invictus MD elects to pay the Fixed Price by way of a combination of cash and Invictus Shares, Invictus MD shall deliver the following total cash payments and share issuances to the Inventors, on a pro rata basis based on the number of Edison shares held by such Inventor, in accordance with the following schedule:

(a) $20,000 will be paid to the Inventors in cash with 50% payable upon receipt of patent search results and legal confirmation to proceed with development, and the remaining 50% to be payable 30 days thereafter;

(b) $180,000 worth of Invictus Shares (calculated based on the average closing market price of the Invictus Shares during the two weeks prior to and the two weeks following the Closing Date) will be issued to the Inventors 15 days following the date Invictus MD delivers notice to the Inventors of its election to purchase the Remaining Edison Shares (the "Closing Date"), 50% of which will be issued 15 days following the Closing Date (the "First Payment Date") with the remainder issued four months thereafter;

(c) $500,000 worth of Invictus Shares (calculated based on the last closing market price of the Invictus Shares on the date of such issuance) will be issued to the Inventors on the last day of the month in which The Edison Vape Co. achieves $2.5 million in cumulative gross sales (the "Second Payment Date"); and

(d) $500,000 worth of Invictus Shares (calculated based on the last closing market price of the Invictus Shares on the date of such issuance) to be released to the Inventors on the last day of the month in which The Edison Vape Co. achieves $12.5 million in cumulative gross sales (the "Third Payment Date").

If Invictus MD elects to pay the Fixed Price by way of the aforementioned combination of cash and Invictus Shares, the Remaining Edison Shares will be placed in escrow and transferred to Invictus MD in accordance with the following schedule:

  1. (a)a total of 9,600 Remaining Edison Shares on the First Payment Date;

  1. (b)a total of 25,200 Remaining Edison Shares on the Second Payment Date; and

  1. (c)the remaining 25,200 Remaining Edison Shares will be transferred to Invictus MD on the Third Payment Date.

The issuances of the Invictus Shares will be subject to all necessary regulatory approvals and the rules and regulations of the Canadian Stock Exchange.

About Invictus MD Strategies Corp.

Invictus MD is focused on acquiring, investing in and developing businesses that provide products and services relating to the medical marijuana sector in North America and internationally.

The Company identifies businesses with high growth potential that are involved in the following:

  • -The production of medical marijuana

  • -Patient services and product distribution

  • -Accessories and other products used in the consumption of medical marijuana

  • -Other products and services related to marketing and patient management

For further information, please contact:

Dan Kriznic, Chief Executive Officer & Director

Phone: 604-368-6437

Forward-Looking Statements

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, including, among others, whether the Invictus MD will elect to purchase the Remaining Edison Shares, whether The Edison Vape Co. will achieve the gross sales milestones set out above, and whether the issuances of Invictus Shares will receive all necessary regulatory approvals. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. More detailed information about potential factors that could affect projected results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.


SOURCE:
Invictus MD Strategies Corp. 

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