August 6, 2019 – Vancouver, B.C. – Geyser Brands Inc. (TSXV:GYSR) (“Geyser Brands” or the “Company”) is pleased to announce that, further to the Company’s Press releases February 11, 2019, March 11, 2019 and May 28, 2019, the TSXV Exchange (the “Exchange”) has conditionally approved Geyser Brands’ acquisition of Solace Management Group Inc. (“Solace”). For details regarding the acquisition, please refer to the aforementioned press releases and the definitive agreement filed on the Company’s SEDAR profile. The Company expects the transaction to complete by the end of August 2019, subject to the terms of the definitive agreement, satisfaction of any Exchange enquiries and receipt of final approval from the Exchange.
As reported in previously disseminated news releases,Solace leverages its brands, intellectual property and proprietary formulations in the hemp and CBD markets by licensing distribution and production arrangements.
Solace’s brands and assets include among other things,the Apawthecary Pets line of products which are leading all-natural hemp-based pet treats with formulations for human grade, all-natural pet treats, salves and oral drops. Apawthecary Pets products are currently being sold in pet stores and veterinarian clinics across Canada, including Bosley’s, PetLand, Pharmasave, Buckerfields, Shoppers Drug Mart, Global Pet Foods and Pet Planet to name a few. Solace’s product portfolio currently comprises of 23products and 57 SKU’s of both pet and consumer healthcare goods. All products are currently utilizing organic, unrefined, cold-pressed hemp seed oil extracts.
As part of the Solace’s continued growth, it has recently moved to a new 7,500 sq. ft.facility built to Good Manufacturing Practices (GMP). The new facility is anticipated to increase Solace’s production capacity significantly in order to meet the growing demand and will allow the development of new products and formulations.
The Company’s CEO, Andreas Thatcher, stated, “The management team at Solace hasan exemplary track record in building businesses in the health-related cannabis industry. This conditional approval brings us one step closer to our intended goal of extending these businesses into the regulated cannabis space, and into world markets.Geyser Brands will be proud to associate with and support the team that continues to lead the Cannabis industry through innovation and customer loyalty.”
As previously announced, the Proposed Transaction is not an “arm’s length transaction”as such term is defined in the Exchange’s Policy 1.1 and therefore constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Although the Company is exempt under MI 61-101 in respect of minority shareholder approval and formal valuations, in accordance with the Exchange’s Policy 5.3, the Proposed Transaction constitutes a “reviewable transaction”, and, as the number of shares issuable to “Non-Arm’s Length” parties exceeds 10% of the number of common shares issued and outstanding in the capital of the Company, the Exchange requires the Company to seek approval of a simple majority of the Company’s shareholders,excluding certain insiders, including those Non-Arm’s Length parties. The Exchange has approved the Company’s proposal to obtain evidence of shareholder approval by way of written consents from the Company’s shareholders. The Company is in the process of obtaining written consents directly from the Company’s shareholders and will provide updates once a simple majority has been reached.
ABOUT GEYSER BRANDS
Geyser Brands Inc. builds health-based hemp CBD consumer products in the nutraceutical,cosmetics, food & beverage and pet sectors world-wide. Geyser Brands owns a Health-Canada approved Licensed Producer (LP) in Port Coquitlam, B.C. that holds cultivation and processing licenses and is anticipating its R&D and sales licenses. Geyser Brands will utilize both of its GMP licensed facilities in British Columbia for the manufacturing and distribution of its hemp and CBD based products internationally.
For more information, visit the company’s website at www.geyserbrands.com.
On Behalf of the Board of Directors
Director and CEO