TORONTO, July 24, 2019 /CNW/ - PRESS RELEASE - International hemp and CBD company HeavenlyRx Ltd. has announced that it has closed on their acquisition of Tru Brands, Inc., a quickly growing wellness company that is building out a suite of all-natural food products that will be 100-percent Plant Fueled. 

TRU Brands currently has a brand called TRUWOMEN that was founded to empower women and fuel them with Indulgent Nutrition. Their product lines of bars and nutritional powders boast the use of clean, plant-fueled ingredients chosen to meet the wellness needs of women, blurring the lines between healthy and delicious. Their business practice of elevating and providing opportunities for women, combined with their playful packaging has brought momentum and social buzz to the brand with celebrities like Megan Fox and Halle Berry joining the movement. As a result, TRUWOMEN  has experienced rapid revenue growth through sales in direct to consumer channels as demand continues to rise. TRU Brands will put the company's investment toward brand building and product research and development to expand their range including the development and production of a line of CBD-infused, Plant Fueled food products expected to launch at the close of 2019.

"The combination of the growing consumer demand for plant-based solutions with CBD wellness make TRU Brands' current offering [TRUWOMEN] and their pipeline of innovation a perfect fit for HeavenlyRx. We look forward to bringing CBD to TRUWOMEN products and their pipeline of new innovation in the near future," said Paul Norman, HeavenlyRx chief executive officer.

Under the terms of the Agreement, HeavenlyRx has acquired a 51-percent interest in the shares of TRU Brands for $3.5 million in cash & $2.57 million in Heavenly Rx stock; Heavenly plans to increase its equity stake to 62-percent plus through ongoing working capital injections into TRU Brands. The acquisition of TRU Brands accelerates HeavenlyRx's trajectory of becoming a market leader in the growing hemp and CBD marketplaces. This investment follows HeavenlyRx's announcement of plans to acquire a 100-percent stake in Airganics, a dynamic company focused on developing high-performance wellness products.

LAVAL, QC, July 24, 2019 /CNW Telbec/ - PRESS RELEASE - Neptune Wellness Solutions Inc., a North American leader in extraction, formulation and turnkey packaging solutions, has completed the acquisition of the assets of SugarLeaf Labs, LLC and Forest Remedies LLC. The acquisition was first announced on May 9, 2019.

"The acquisition of SugarLeaf, combined with Neptune allows us to create a leading North American extraction platform with significant capacity available to serve our customers on both sides of the border. Furthermore, considering the significant growth anticipated in hemp-based products, this acquisition provides Neptune with capabilities to satisfy a wide array of clients. Finally, we anticipate a significant contribution from this acquisition, as indicated by the large earnout structure providing adequate risk sharing," said Michael Cammarata, Neptune president and CEO.

SugarLeaf brings to Neptune:

• New capabilities to supply hemp extracts and finished products to a broad U.S. customer base.
• Extraction capacity that is expected to reach an annual run rate of 1,500,000 kilos of biomass by the end of 2019 with opportunities to further expand capacity.
• Cutting-edge cold ethanol processing technology producing high-quality broad-spectrum extracts and refined full spectrum extracts.
• Strategic and well diversified sourcing established, with multiple local and large regional hemp farmer partners, ensuring traceability of finished product back directly to the farms.
• Rigorous testing protocols to ensure high quality biomass.
• Pursuit of organic certification and already sourcing from farmers who are certified organic or using organic practices.
• Management team with extensive experience in hemp extraction.
• The U.S. market for hemp-derived CBD based products is evolving rapidly driven by multiple product categories and could reach $US 16 billion by 2025.

"We are extremely proud to be part of the Neptune family and look forward to working in collaboration with their entire team," said Peter Galloway, president of SugarLeaf. "The hemp extract opportunity is significant, and our sales pipeline is healthy giving us comfort that we are well positioned to execute on our business plan."

Financial Considerations

Neptune paid an initial consideration for SugarLeaf of US$18 million, a combination of US$12 million in cash and US$6 million or 1,587,301 in common shares. Additionally, by achieving certain annual adjusted EBITDA and other performance targets, earnouts could reach US$132 million, reflecting a valuation multiple below 5x EBITDA, as previously disclosed. The earnout payments over the next three years are to be paid with a combination of cash or common shares, with at least 50 percent in cash. The initial cash consideration of this transaction was funded with the proceeds of the private placement announced on July 18, 2019.

TACOMA, Wash., July 24, 2019 (GLOBE NEWSWIRE) -- PRESS RELEASE -- Ionic Brands Corp. has announced that it has completed the acquisition of Natural Extractions, Inc. d/b/a Zoots Premium Cannabis Infused Edibles, based in Washington, USA, as previously announced on April 23, 2019.

Total consideration for the purchase of Zoots is approximately US$11 million, comprised of US$855,000 cash and issuance of 9,635,150 common shares of the company at a deemed value of C$1.30 per share to the vendors of Zoots, and the assumption of US$606,420 in outstanding debt. The vendors have also agreed to a lock-up agreement whereby up to 70 percent of the consideration shares would be locked up and released over nine months. The issuance of shares is subject to approval by the Board and CSE.

In addition, the company will issue up to 4.8 million common share purchase warrants to the shareholders of Zoots, with an exercise price of C$1.33 per share, exercisable over three years.

The acquisition adds Zoots’ edibles and infused products to the company’s portfolio of consumer-focused cannabis concentrates. Zoots products expands the company’s current product line and is expected to increase the company’s market share in the cannabis retail and wholesale industry. Zoots is a Washington State-based, cannabinoid edibles company, a first major player in the cannabis-infused edibles market. Zoots’ product line includes drops, gummies, energy shots and hard candies manufactured to offer consistent and reliable dosing. Zoots is forecasting total revenues in 2019 to be approximately US$3.0 million with US$360,000 EBITDA cash flow. Zoots has consumer proven formulas which will be preserved by Ionic Brands.

Zoots Premium Cannabis Infused Edibles are available at licensed marijuana retailers in Illinois, Washington, Colorado and Massachusetts. Founded by brothers Dan, Michael and Patrick Devlin, Zoots products feature cannabis oil derived from the Zoot’s proprietary Cypress Extraction system and blended with other premium ingredients to deliver a safe, reliable and pleasant experience. Zoots emphasizes on product safety, quality and consistency, and offers products in serving sizes as low as 5 mg THC enabling the consumer to easily manage dosage and control over serving size and effect. As part of the integration of Zoots into the company’s operations, “Both Ionic and Zoots are trusted, family-run businesses and cannabis industry front-runners,” said Zoots’ Co-Founder, Patrick Devlin. “Zoots and Ionic target consumers looking for an easy and intuitive way to consume cannabis. Edibles are quickly gaining in popularity worldwide and we provide highly desired cannabis consumption options.”

In February 2019 Zion Market Research published “Cannabis Edibles Market by Type (Solid Edibles, Topical Edibles, Inhalation, and Liquid Edibles), by Preparation (Cannabidiol and Tetrahydrocannabinol), and by Application (Cancer, Epilepsy, Arthritis, Multiple Sclerosis, Alzheimer’s, and Others): Global Industry Perspective, Comprehensive Analysis, and Forecast, 2018–2025.” According to the report, the global cannabis edibles market was valued at approximately USD 2,376 million in 2018 and is expected to generate around USD 11,564 million by 2025, at a CAGR of around 25.4% between 2019 and 2025. The legalization of cannabis in Canada is attracting an extensive range of market players. Therefore, increased social recognition related to cannabis across various regions is likely to offer significant opportunities in the cannabis edible products market in the future.

Ionic Brands Chairman and CEO John Gorst commented that “Ionic Brands has been working closely with the Zoots leadership team to integrate companies and transition the Zoots line of handcrafted and trusted edible products. Our top-rated Ionic vaporizer pen targets consumers interested in luxury cannabis products that can be discreetly consumed which make Zoots edibles a natural fit for our brand strategy. The Zoots acquisition expands our market segments to the popular edibles space and expands our distribution network throughout the United States. We are also very pleased to have Mr. Dan Devlin continues as the company’s chief operating officer."