VANCOUVER, June 26, 2019 /CNW/ - Geyser Brands Inc (TSXV:GYSR) ("Geyser Brands" or the "Company") announces in connection with the Company's completion of its "Qualifying Transaction" (as such term is defined in TSXV Policy 2.4) with Geyser Management Inc. (the "Qualifying Transaction"), as further described in the Company's news release dated December 21, 2018 and the Company's filing statement dated October 29, 2018, both filed on SEDAR, the Company acquired all of the Class A shares and Class B shares of Geyser Management on a 1:1 basis. The common shares in the capital of the Company to be issued in exchange for the Class B shares of Geyser Management Inc. (the "Performance Shares"), of which 22,500,000 were issued and outstanding and acquired by the Company on the closing of the Qualifying Transaction, were reserved by the Company to be issued upon the occurrence of certain performance milestones (each a "Performance Milestone"), as further described in the Company's news release dated December 21, 2018. The first Performance Milestone was achieved prior to the closing of the Qualifying Transaction and 3,000,000 Performance Shares were issued to Aerock Fox ("Fox"), director of the Company, Bradley D. Kersch ("Kersch"), director of the Company and Andreas S. Thatcher ("Thatcher"), director and CEO of the Company, on the closing of the Qualifying Transaction. The Company has today approved the issuance of an additional 1,000,000 Performance Shares to each of Fox, Kersch and Thatcher (the "Performance Milestone Issuance") as a result of the Company achieving the second Performance Milestone, namely, the Company's subsidiary, 0957102 B.C. Ltd. dba Apothecary Botanicals, being granted a Standard Processing License by Health Canada.
Early Warning Report
Pursuant to National Instrument 62-103 – The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Fox is announcing the acquisition of 1,000,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Fox owned and controlled 1,827,932 common shares in the capital of the Company, representing 8.43% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,216 share purchase warrants (the "Fox Warrants"). Immediately after the Performance Milestone Issuance, Fox owned and controlled 2,827,932 common shares in the capital of the Company, representing 11.46% of the Company's issued and outstanding common shares on non-diluted basis or 12.78% of the Company's issued and outstanding common shares on a partially diluted basis assuming exercise by Fox of the Fox Warrants only. The common shares and Fox Warrants owned or controlled by Fox are for investment purposes, and subject to the escrow provisions noted below, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Fox may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. The common shares and Fox Warrants issued in connection with the Qualifying Transaction and held by Fox prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Fox pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement.
Additionally, also pursuant to National Instrument 62-103 – The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Kersch is announcing the acquisition of 1,000,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Kersch owned and controlled 1,832,434 common shares in the capital of the Company, representing 8.46% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,217 share purchase warrants (the "Kersch Warrants"). Immediately after the Performance Milestone Issuance, Kersch owned and controlled 2,832,434 common shares in the capital of the Company, representing 11.48% of the Company's issued and outstanding common shares on non-diluted basis or 12.80% of the Company's issued and outstanding common shares on a partially diluted basis assuming exercise by Kersch of the Kersch Warrants only. The common shares and Kersch Warrants owned or controlled by Kersch are for investment purposes, and subject to the escrow provisions noted below, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Kersch may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. The common shares and Kersch Warrants issued in connection with the Qualifying Transaction and held by Kersch prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Kersch pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement.
Finally, also pursuant to National Instrument 62-103 – The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Thatcher is announcing the acquisition of 1,000,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Thatcher owned and controlled 1,828,934 common shares in the capital of the Company, representing 8.44% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,217 share purchase warrants (the "Thatcher Warrants"). Immediately after the Performance Milestone Issuance, Thatcher owned and controlled 2,828,934 common shares in the capital of the Company, representing 11.47% of the Company's issued and outstanding common shares on non-diluted basis or 12.79% of the Company's issued and outstanding common shares on a partially diluted basis assuming exercise by Thatcher of the Thatcher Warrants only. The common shares and Thatcher Warrants owned or controlled by Thatcher are for investment purposes, and subject to the escrow provisions noted below, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Thatcher may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. The common shares and Thatcher Warrants issued in connection with the Qualifying Transaction and held by Thatcher prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Thatcher pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement.
This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The early warning reports, as required under applicable securities laws, contains additional information with respect to the foregoing matters and will be filed by each of Fox, Kersch and Thatcher on the Company's SEDAR profile at www.sedar.com.
On Behalf of the Board of Directors
Andreas Thatcher
Director and CEO
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. The company's proprietary nanotechnology provides. 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.
THIS NEWS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
CAUTIONARY AND FORWARD-LOOKING STATEMENTS
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the marijuana industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Geyser Brands Inc.
Geyser Brands Inc., #330 - 321 Water Street, Vancouver, BC V6B 1B8, www.geyserbrands.com | [email protected]
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