NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS
TORONTO, ON / ACCESSWIRE / April 10, 2019 / MPX International Corporation ("MPX International", "MPXI" or the "Company") (CNSX: MPXI; OTC PINK: MPXOF) is pleased to announce that it has entered into a definitive agreement to purchase all outstanding shares of HolyWorld SA ("HolyWeed") from Romain Gruner, Bernard Rappaz and Laurent Rappaport (the "Shareholders"). This acquisition represents a major step in MPXI's expansion strategy, adding a highly recognized brand to its portfolio, as well as one of the largest Western European outdoor cultivators of high-CBD flowers.
Pursuant to the terms of the Purchase Agreement, MPXI will acquire all of the HolyWeed Shares for a total purchase price of CHF10,000,000 (CDN$13,384,000 calculated using a deemed exchange rate of CDN$1.34 for each CHF1.00 for the purposes of this resolution which number shall be adjusted upwards or downwards to the extent necessary using the exchange rate posted at the close of business by the Bank of Canada five (5) days prior to closing) through the issuance of common shares of MPXI (the "MPXI Shares") at price of CDN$0.53 per MPXI Share. MPXI will issue approximately 25,252,830 MPXI Shares to the shareholders of HolyWeed which number shall be adjusted upwards or downwards to the extent necessary using the exchange rate posted at the close of business by the Bank of Canada five (5) days prior to closing.HolyWeed's product range includes 100% Swiss grown cannabis light/high CBD pre-rolls, dry flowers, sublingual oils and cosmetics, all compliant with Swiss regulations of <1% THC. They are the only Swiss CBD brand awarded the official 'Swiss Certified Organic' label and will be harvesting over 25,000kg of high-CBD dry cannabis flowers later this year. HolyWeed's wholesale distribution network spans more than 4,000 kiosks across Switzerland and will soon expand to wider export markets across Europe. HolyWeed products are also available for sale online and delivered free of charge by courier across Switzerland within 24 hours. HolyWeed also plans to open branded retail stores in Geneva and Zurich.
Complementing the acquisition, MPXI will develop a GMP-grade manufacturing facility to produce CBD extracts and isolates for both HolyWeed and export. The facility will feature a full-scale commercial kitchen and a formulation R&D laboratory, giving MPXI the ability to develop innovative CBD products and to collaborate with local partners.
"Switzerland is home to some of the most advanced consumer goods, cosmetics, ingredients and pharmaceutical companies in the world, and HolyWeed being on their doorstep opens a whole host of future opportunities," said Daniel Fryer, MPXI's Head of European Development.
In February of this year, the Swiss government announced plans for a pilot test which would result in temporary licenses for local cannabis companies to produce and sell higher THC marijuana for adult consumer use within a regulated framework. Final details of the program are to be released later this year.
"The acquisition of this exciting Swiss participant in the emerging European cannabis market represents our first foray outside of Canada" noted W. Scott Boyes, MPXI's Chairman, President and CEO. "HolyWeed brings to our company a strong local management team, a well-recognized brand of products and a solid opportunity to expand into other legal 'cannabis-light' markets in Europe."
"Merging HolyWeed with MPXI represents a unique opportunity to leverage our first-mover advantage in Switzerland and to develop our operations internationally with the support, expertise and best-in-class track record of the MPXI management team" remarks Bernard Rappaz, co-founder of HolyWeed. "I am delighted and excited to continue my life long mission to offer to the world the fantastic benefits of cannabis".
Upon closing, 80% of the MPXI shares issued to the shareholders of HolyWeed will be placed in a voluntary escrow to be released to the shareholders upon the occurrence of the following:
- 20% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon the official launch and sale of cannabidiol oil on the HOLYWORLD eCommerce Platform;
- 20% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon confirmation of an annualized revenue run-rate of CHF5,000,000;
- 40% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon confirmation of achieved EBITDA of CHF1,600,000 for the twelve-month trailing period.
If the Release Conditions have not been satisfied by June 30, 2021, any MPXI Shares remaining in Escrow shall be automatically released by the Escrow Agent to MPXI for cancellation.
About MPX International Corporation
MPX International Corporation is focused on developing and operating assets across the global cannabis industry with an emphasis on cultivating, manufacturing and marketing products which include cannabinoids as their primary active ingredient.
Co-founded in 2017 by celebrity Swiss cannabis pioneer Bernard Rappaz, HolyWeed is the only Swiss CBD brand officially 'Swiss Certified Organic'. HolyWeed has built one of the most professional management teams in the Swiss CBD sector and has demonstrated a strong branding expertise while continuously focusing on innovative product development. Fully verticalized, from seed to sale, Holyweed is one of the largest outdoor CBD cultivators in Western Europe with a highly competitive cost of production. For more information about HolyWeed, please visit www.holyweed.ch.
Cautionary Statement Regarding Forward-Looking InformationThis news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, MPX International's objectives and intentions. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in MPX International's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although MPX International believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, MPX International disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
For further information, please contact:
MPX International Corporation
W. Scott Boyes, Chairman, President and CEO
SOURCE: MPX International Corporation