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.