VANCOUVER, Feb. 6, 2019 /CNW/ - Zenabis Global Inc.
("Zenabis") (TSXV: ZENA) today provided an update on the expected
tax impact of the Plan of Arrangement completed on January 8, 2019, and announced that it has
engaged an investment marketing firm to help increase Zenabis'
profile with the investment community.
Plan of Arrangement
Zenabis advises that in connection with the exchange of Bevo
Shares for Zenabis Shares and CubicFarm Shares as part of the Plan
of Arrangement completed on January 8,
2019, Zenabis has determined that the fair market value of
each CubicFarm share distributed on the exchange was equal to
$0.15. This determination, however,
is not binding on the Canada Revenue Agency. Further, Zenabis has
determined that the paid-up capital of each Bevo Share immediately before the exchange was
greater than this determined fair market value of each Bevo Share. As a result, Bevo Shareholders
should not have realized a deemed dividend on this
exchange.
Bevo Shareholders are encouraged to review the tax discussion
outlined in Bevo's Management Information Circular dated
November 23, 2018 as to the general
tax consequences in respect of the Plan of Arrangement and the
statements above are subject to the qualifications therein.
This summary is not intended to be, nor should it be construed to
be, legal or tax advice to any particular Bevo Shareholder. As
noted in the Management Information Circular, Bevo Shareholders
should consult their own tax advisors for advice with respect to
their particular circumstances including, where relevant, the
application and effect of the income and other taxes of any
country, province, territory, state or local tax authority.
All capitalized terms used above have the meanings given to
them in the Management Information Circular.
Investment Marketing Services
Zenabis also announced that it has entered into an agreement
(the "Agreement") with Hybrid Financial Ltd. ("Hybrid Financial")
pursuant to which Hybrid Financial will provide investment
marketing services to Zenabis.
Founded in 2011, Hybrid Financial is a high impact sales &
distribution company working on behalf of clients in the financial
services industry. Its unique approach helps it effectively and
efficiently build brands and launch products on behalf of its
small, medium and large clients. With offices in both Toronto and Montreal, Hybrid offers comprehensive coverage
of both the Canadian and U.S. markets. Other than pursuant to
the Agreement, Zenabis has no relationship with Hybrid
Financial.
Hybrid Financial has been engaged for an initial term of six
months commencing February 5, 2019
(the "Initial Period"). On expiry of the Initial Period, the
Agreement shall be automatically renewed on a monthly basis.
As consideration for providing the services, Zenabis is required to
pay Hybrid Financial a monthly fee of C$20,000 plus applicable taxes. In
addition, Zenabis is granting Hybrid Financial 150,000 options
under Zenabis' stock option plan, having a three-year term at an
exercise price equal to the $4.45
(the closing market price per Zenabis share on February 4, 2019). In accordance with applicable
TSXV rules, such options shall vest quarterly over the first year
of the term of the Agreement. If the Agreement is terminated for
any reason, all unvested options shall immediately expire.
Zenabis is making the required filings with the TSXV to
implement the Agreement.
About Zenabis
Zenabis is a significant licensed
cannabis cultivator of medical and recreational cannabis, and
employs staff coast-to-coast, across facilities in Atholville, New Brunswick; Delta and Langley,
B.C.; and Stellarton, Nova
Scotia. In addition to gaining technologically advanced
knowledge of plant propagation, the recent addition of state of the
art greenhouses in Langley
provides Zenabis with 3.5 million square feet of facility space
that can, upon full conversion, be dedicated to cannabis
production.
If all facility space is fully built out and dedicated to
production, Zenabis will own, and have access to, 660,000 square
feet of high quality indoor cannabis production space, as well as
2.1 million square feet of greenhouse space at its Langley facility (an additional 700,000 square
feet of greenhouse space will be used to continue the existing
propagation business, to be converted at such a time that is
beneficial to the strategic position of the company), strategically
positioned on Canada's coasts.
These facilities, if fully converted for cannabis production, would
have the design capacity to yield 479,700 kg of dried cannabis
annually, for both national and international market distribution.
The Zenabis brand name is used among the medical market, while
Namaste is used to service the recreational market.
The management team at Zenabis has significant experience in
finance, agriculture, technology, pharmaceutical sales, consumer
packaged goods, international distribution and brand marketing.
Leadership is backed by the expertise of a Chief Growing Officer, a
Chief Science Officer and Chief Medical Officer.
Forward Looking Information
This news
release contains statements that may constitute "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information may include, among others,
statements regarding the future plans, costs, objectives or
performance of Zenabis, or the assumptions underlying any of the
foregoing. In this news release, words such as "may", "would",
"could", "will", "likely", "believe", "expect", "anticipate",
"intend", "plan", "estimate" and similar words and the negative
form thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. No assurance can be given that any
events anticipated by the forward-looking information will
transpire or occur. Forward-looking information is based on
information available at the time and/or management's good-faith
belief with respect to future events and are subject to known or
unknown risks, uncertainties, assumptions and other unpredictable
factors, many of which are beyond Zenabis' control. These risks,
uncertainties and assumptions include, but are not limited to,
those described Zenabis Management Information Circular dated
November 23, 2018, a copy of which is
available on SEDAR at www.sedar.com, and could cause actual events
or results to differ materially from those projected in any
forward-looking statements. Accordingly, readers should not place
undue reliance on the forward-looking statements and information
contained in this news release. Zenabis does not intend, nor
undertake any obligation, to update or revise any forward-looking
information contained in this news release to reflect subsequent
information, events or circumstances or otherwise, except if
required by applicable laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
For more information, visit: https://www.zenabis.com.
SOURCE Zenabis Global Inc.