Geyser Brands Inc. (formerly, Kanzen Capital Corp.) (the “Company”) is pleased to announce that it has completed its Qualifying Transaction with Geyser Management Inc.(“Geyser”). The Company has changed its name from “Kanzen Capital Corp.” to “Geyser Brands Inc.” and consolidated its common shares on the basis of 1.5 old: 1.0 new common shares. The Company previously traded on the TSX Venture Exchange(the “Exchange”) as a Capital Pool Company under the symbol “KAN.P” and will commence trading under the symbol “GYSR” on a date to be announced. The Company’s business going forward is to identify and evaluate commercial opportunities for the acquisition of assets or businesses in the marijuana and hemp industry. Geyser’s wholly-owned subsidiary is 0957102 B.C. Ltd., a licensed producer of marijuana under the Cannabis Act.
The Company acquired from Geyser’s shareholders 100% of the issued and outstanding Class A shares and Class B shares of Geyser on a 1:1 basis. An aggregate of 13,599,717 common shares of the Company have been issued to the former Geyser shareholders. Some of the common shares are subject to escrow in accordance with a Tier 2 Surplus Security escrow agreement. The common shares to be issued to the holders of Geyser Class B shares (the “Geyser Class B Shareholders”) will be reserved for issuance to the Geyser Class B Shareholders upon the occurrence of performance milestones, as described in further detail below.
In addition, the Company acquired 100% of the issued and outstanding warrants of Geyser from the holders of Geyser’s warrants (“Geyser Warrantholders”) on a 1:1 basis. Each Geyser Warrantholder receive one warrant (each, a “Company Warrant”) to purchase one common share of the Company in exchange for each one Geyser warrantheld. Each Company Warrant has the same exercise term and exercise price as the Geyser warrants. An aggregate of 7,539,650 Company Warrants were issued in connection with the transaction, with exercise prices ranging from $0.10 to $0.80. The Company Warrants may be exercised for a period of two years from the date of closing of the transaction. Some of the shares issued upon exercise of the Company Warrants will be subject to escrow in accordance with a Tier 2 Surplus Security escrow agreement.
In connection with the closing of the Qualifying Transaction, 150,000 units (“Finder’s Units”) were issued to one finder, and 70,000 finder’s shares were issued to another finder. Both finders acted at arm’s length to the Company. Each Finder’s Unit consists of one common share in the capital of the Company and one non-transferable share purchase warrant. Each warrant is exercisable to purchase one common share at a price of $0.60 for a period of two years. The securities issued to the finders, including any resulting shares issued upon the exercise of any warrants, are subject to a hold period expiring on April 21, 2019.
The Company has completed the over-subscribed non-brokered private placement, on apost-consolidation basis, of 3,358,566 units (the "Units") at $0.60 per Unit for gross proceeds of $2,015,140. Each Unit was issued at $0.60 per unit and consists of one common share and one share purchase warrant. Each warrant is exercisable to purchase one common share at a price of $0.80 for a period of two years from the date of issuance, subject to the Company’s right to accelerate the expiry of the warrants to the date that is 30 days after the date the Company provides an notice by way of press release, in the event that the common shares of the Company trade at a price greater than $1.00 on a stock exchange or quotation system in Canada for a period of ten consecutive trading days.
Following the closing of the transaction and the financing, the Company has 20,844,949 common shares issued and outstanding.
Finder's fees of $161,211 were paid in cash and 268,685 finder's warrants (the "Finder'sWarrants") were issued in connection with the private placement to registered finders.Each Finder's Warrant is non-transferrable and is exercisable to purchase one commonshare at a price of $0.80 for a period of two years from the date of issuance, subject to the acceleration provisions described above.
All the securities issued in the private placement, including the Finder’s Warrants, andany resulting shares issued upon the exercise of any warrants, are subject to a hold period expiring on April 21, 2019.
Net proceeds from the private placement will be utilized to fund the Company’s business, as further described in the Company’s Filing Statement dated October 29,2018 (the “Filing Statement”) and filed on the Company’s SEDAR profile.
A portion of the Private Placement was completed pursuant to Multilateral CSA Notice 45-318 — Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and the corresponding instruments, orders and rules implementing CSA45-318 in the participating jurisdictions in respect thereof. There was no material fact or material change in respect of Company in the news release dated May 2, 2018 announcing the private placement that had not been generally disclosed.
Changes to the Board and Management of the Company
Since filing the Filing Statement, the Company and Geyser agreed that Barry McKnight will continue to act as Chief Financial Officer and Corporate Secretary of the Company.Mr. McKnight obtained his B.A. from the University of British Columbia and has been a Chartered Professional Accountant registered in British Columbia since June 2015, anda Certified Management Accountant registered in British Columbia since October 1991.He is currently a licensed sole practitioner of the Chartered Professional Accountants of BC with over twenty years of experience as the principal of Barry D. McKnight Inc. Mr.McKnight was also a director of Indigo Sky Capital Corp., a reporting issuer from 2010 to 2013 and has been the CFO and a director of the Company since 2016 and Corporate Secretary of the Company since 2017.
Upon the completion of the Qualifying Transaction, Douglas Blakeway resigned his position as a director of the Company. The Company would like to thank Mr. Blakeway for his time, services, and for the valuable contributions he made during his tenure as a director. In addition, Dave Eto resigned his position as Chief Executive Officer, but will continue to act as a director, and Barry McKnight resigned his position as a director, but will continue to act as Chief Financial Officer and Corporate Secretary. The Company would like to thank Mr. Eto and Mr. McKnight for their contributions in the former roles and looks forward to their continued involvement.
Andreas Thatcher, Aerock Fox and Bradley Kersch have been appointed as directors of the Company. Andreas Thatcher has also been appointed the Chief Executive Officer of the Company.
The directors and officers of the Company upon completion of the Qualifying Transaction are therefore as follows:
Andreas S. Thatcher Director and Chief ExecutiveOfficer
Robert Trenamen Director
Bradley D. Kersch Director
Aerock Fox Director
Dave Eto Director
Barry McKnight Chief Financial Officer andCorporate Secretary
Bin Huang Appointed as Observer
The Company has appointed Ms. Bin Huang as an observer to the board of directors.Ms. Huang has broad experience in strategy and new business development, financing and public markets, corporate governance, in addition to operations management in North America and Asia. She has been a director and executive officer of a number of Canadian public companies, including Emerald Health Therapeutics, a TSX listed company, where she currently acts as President. Emerald Health is a licensed producer of medical cannabis in Canada, and has raised over $150 million since incorporation.
"Ms. Huang’s knowledge and experience will be a welcome addition to the board of directors of the Company. We expect Ms. Huang to be formally appointed to the board of directors following the Annual General Meeting to be held in 2019," confirmed Mr. Thatcher, the Company’s CEO and director.
Revised Performance Milestones
Further to the news release dated May 2, 2018, the Company and Geyser have revised three of the performance milestones. Up to 22,500,000 Shares will be issued to the Class B shareholders of Geyser on achieving certain performance milestones (the“Performance Shares”). The Performance Shares are releasable as follows
(a) 3,000,000 Performance Shares upon the grant of “LP Cultivation” status to Geyser,or its subsidiary, by Health Canada;
(b) 3,000,000 Performance Shares upon the grant of “LP Processing” status to Geyser,or its subsidiary, by Health Canada;
(c) 3,750,000 Performance Shares upon the grant of or acquisition of a “Research”licence by Geyser, or its subsidiary, from Health Canada;
(d) 3,750,000 Performance Shares upon the grant of or acquisition of a “Sales” licence by Geyser, or its subsidiary, from Health Canada;
(e) 4,500,000 Performance Shares upon achieving cumulative gross revenue of at least CAD $5,000,000; and
(f) 4,500,000 Performance Shares upon achieving cumulative gross revenue of at least CAD $10,000,000.The first performance milestone has already been achieved and so an aggregate of ,000,000 Performance Shares were issued immediately after the closing of the Qualifying Transaction.
Stock Option Grant
Robert Trenamen, a director of the Company has been granted stock options exercisable to purchase 110,000 common shares of the Company at the exercise price of $0.60 per common share for a term of 5 years from the date of grant.
ON BEHALF OF THE BOARD
GEYSER BRANDS INC.
Andreas S. Thatcher
Chief Executive Officer and Director
For further information contact:
Andreas S. Thatcher
Chief Executive Officer and Director of Geyser Brands Inc.