SACRAMENTO, Calif., March 09, 2020 (GLOBE NEWSWIRE) — Vibe Bioscience Ltd. (CSE: VIBE) (the “Company” or “Vibe”), a vertically integrated cannabis retailer and cultivator is pleased to announce that its wholly-owned subsidiary has entered into an acquisition agreement (the “NGEV Purchase Agreement”) to acquire a 13,500 square foot cannabis cultivation facility (“Cultivation Facility”) in Crescent City, California. Under the NGEV Purchase Agreement with security holders (collectively, the “NGEV Vendors”) of NGEV, Inc. (“NGEV”), Vibe’s subsidiary acquire all issued and outstanding shares of NGEV. The acquisition will be completed with the issuance of 600,000 common shares of Vibe and the assumption of approximately US$463,000 in term debt, subject to the terms and conditions of the NGEV Purchase Agreement.
NGEV, a corporation organized under the laws of California, owns a production facility, cannabis cultivation equipment and leases land in Crescent City, California. The cultivation facility provides a turnkey operation that has historically produced cannabis flower, clones and seeds. In addition to the immediate synergies with Vibe’s California operations, the leased land offers a future expansion opportunity to increase the cultivation canopy by up to 40%. The transaction will provide Vibe with a second licensed facility and is expected to enhance the profitability of Vibe’s Hype Cannabis Co. branded products.
“We expect this acquisition to generate shareholder value by growing our market share and generating additional brand equity. It will also support our expanding retail assets, improve margins, and profitability through vertical integration. I strongly believe the NGEV Acquisition represents a unique and strategic opportunity to add cultivation capacity to our existing Hype Cannabis Co. high-quality flower, distillate vape cartridges and wax concentrates,” said CEO Mark Waldon.
The completion of the NGEV Acquisition is subject to, among other things, the receipt of regulatory approvals (including, if required, the approval of the Canadian Securities Exchange), receipt of certain consents from third parties, and the satisfaction or waiver of closing conditions. Vibe intends to commence cultivation operations immediately upon receipt of all written regulatory approvals. Completion of the NGEV Acquisition is expected to occur on or about April 15, 2020.
About Vibe Bioscience Ltd.
Vibe is a vertically integrated cannabis company delivering exceptional retail experiences with its Vibe by California brand and ethos, premier cultivation product and high-efficiency delivery and on-line sales. The Company’s management team brings expertise in retail, cannabis cultivation and mergers and acquisitions to support its U.S. expansion through accretive acquisitions and organic growth.
For more information, please visit www.vibebycalifornia.com.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “anticipate”, “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.
Forward-looking information in this press release include statements concerning Vibe’s expectations that the NGEV Acquisition will enhance the Company’s profitability, grow market share, generate brand equity and drive shareholder value, expectations concerning the closing date of the acquisition, and all other statements that are not statements of historical fact.
The forward-looking information contained in this press release is made as of the date hereof and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. Risk factors related to the Company are described in the Company’s Listing Statement dated March 25, 2019 and most recently filed management’s discussion and analysis, copies of which are available under the Company’s profile on the SEDAR website at http://www.sedar.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any State securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable State securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of medical cannabis under the Cannabis Act (Federal), readers are cautioned that in the U.S., cannabis is largely regulated at the State level. To the knowledge of Vibe Bioscience Ltd., there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the State level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. Federal law. Strict compliance with State laws with respect to cannabis will neither absolve Vibe Bioscience Ltd. of liability under the U.S. Federal law, nor will it provide a defense to any Federal proceeding, which may be brought against Vibe Bioscience Ltd. Any such proceedings brought against Vibe Bioscience Ltd. may adversely affect its operations and financial performance.
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