BevCanna Announces Definitive Agreement to Acquire Embark Health Inc.
BevCanna Enterprises Inc. has announced its acquisition of Embark Health Inc. on
- Acquisition adds >$100M in assets to BevCanna's balance sheet.
- Enhances product offerings with four innovative cannabis brands.
- Includes advanced solventless extraction technology for new products.
- Acquisition deemed accretive with >65% gross margin from recent revenue.
- Expands market presence in both cannabis and wellness sectors.
- None.
Acquisition of solventless cannabis extraction and enhanced delivery technology bolsters the company’s beverage portfolio with valuable IP, adding four innovative brands in the adult-use cannabis market and
Embark has extensive manufacturing and intellectual property (“IP”) assets related to high-end solventless cannabis extracts, such as bubble hash, traditional pressed hash, rosin, dry sift and its innovative and best-selling Hazel Hash Stick. Embark is also equipped to produce a range of cannabis concentrates, liquid and powder beverage mixes, topicals and edible products. With four adult-use brands, across all three cannabis 2.0 product categories, in the Canadian marketplace that feature the solventless and enhanced delivery, Embark boasts a complete adult-use product offering that includes beverages, topicals, solventless extracts and hash. Embark is also the majority owner of ProteinQuest, which applies Embark's innovative and proprietary technology to the protein-enhanced and functional food industries with initial commercial products utilizing hemp seed, positioning it for further growth in the health and wellness industry.
“The acquisition of Embark significantly accelerates BevCanna’s evolution into a diversified health and wellness company,” said
Deal Highlights:
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The acquisition is accretive for
BevCanna , and the combined entity will have over in assets on the balance sheet.$100M -
Adds a unique range of valuable brands, across all three cannabis 2.0 categories, that enables
BevCanna to sell differentiated and complementary adult-use and wellness products. -
Adds a state-of-the-art production facility in
Delta, BC , with~ 1 in tangible & intangible assets including direct ownership of$17M 1 in equipment.$11M -
Deemed price represents a
33% premium to the volume weighted average trading price of the BevCanna Shares on the CSE for the five trading days preceding the date of this announcement. -
Gross revenue totaled
and approximately$790,000 65% gross margin for the last three months of commercial production. -
Bolsters beverage portfolio with the addition of proprietary nanotechnology and rapid onset delivery technology for beverage, topical and edible products, allowing
BevCanna to vertically integrate its supply for select in-house and white-label clients. -
Adds innovative solventless extraction technology that enables
BevCanna to offer hash, bubble hash, live rosin and other highly sought-after adult-use cannabis products. -
Adds world class management and operations team members who are pioneers in cannabis, extraction, and drug delivery technology, including:
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Bruce Dawson-Scully , Founder and Chief Executive Officer ofWeedMD (TSXV:ENTG) - Marcus “Bubbleman” Richardson, best known for being the founding pioneer of bubble hash
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Michael West , global extraction expert who has developed, designed, and built over a dozen world class extraction facilities for companies such as Cresco Labs (CSE:CL) -
Curtis Leifso , expert in enhanced bioavailability drug delivery technology
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- Diversifies the business between cannabis and wellness with an emphasis on cutting-edge technology and high growth product categories.
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Enables cross-utilization of existing licenses, including
Health Canada issued adult-use sales license that givesBevCanna the ability to sell its products directly to provincial distribution boards acrossCanada . ItsHealth Canada -issued medical sales license allows for expanded distribution of direct-to-customer. A research and development sensory license also enables rapid product development with its existing and future white-label industry partners. - Exposure to the protein-enhanced and functional food industry with majority ownership of ProteinQuest, which specializes in producing a wide range of proprietary hemp seed derived protein powders, cooking oils, and beverages.
Embark Facilities:
The acquisition of Embark also includes two world-class production facilities that together bring over
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Embark Delta is a 40,000 sq. ft. facility, purpose-built to GMP standard.Embark Delta is federally licensed and is actively producing concentrates, beverage mixes and topicals. It produces solventless concentrates for B2B contract manufacturing supply agreements and white-label services, as well as Embark-branded products for sale to provincial boards for adult-use recreational markets and medical markets.Embark Delta is centrally located in lower mainlandBritish Columbia and provides turn-key and scalable growth capacity through reduced outsourced cannabis secured/licensed storage, shipping fees, manufacturing, packaging, and labelling.
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EmbarkNano is a 4,600 sq. ft. facility located in
Calgary, Alberta . Dedicated to the production of nano precursors, as well as delivery technology research and development on nano products, EmbarkNano is focused on manufacturing finished products from the “non-controlled” precursors produced inCalgary . EmbarkNano is not licensed under Cannabis Regulations and there is no plan at this time to license this facility.
Embark Brands
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Distilled and Infused - Liquid and powder beverage mixes
One of the most flexible and accessible infused beverage options, Embark’s Distilled and Infused beverage mixes are offered in liquid and powder formats, with a powder line to be launched in early 2022. The underlying technology can be applied to various health and wellness products.
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The Hazel Hash Stick - Disruptive concentrate product
Embark holds the exclusive and worldwide license to this product, which is the first-of-its-kind in the Canadian market. Originally created in the British Columbian interior by two passionate hash advocates, Embark is now expanding production capacity to keep up with surging demand.
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The Hank Hash - High quality, accessible concentrates
Crafted byMarcus Richardson , an internationally recognized figure in the cannabis industry, The Hank line of concentrates is formulated to cater to a dedicated and passionate customer base. Mr. Richardson’s substantial marketing reach has also generated significant demand for licensing and partnership agreements by international partners for the Embark line of products.
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Meridian Co. - Topicals infused with proprietary pharmaceutical delivery technology
Another first-of-its-kind product, the Meridian topical line integrates delivery technology that allows active ingredients to pass through dermal layers and allows for a true systemic absorption of cannabinoids. The delivery technology is not limited to cannabinoids but has broad applications for other drugs and APIs within the health and wellness and pharmaceutical markets.
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ProteinQuest - Hemp seed derived protein powders, oils, and beverages through novel techniques
These techniques deliver a unique powdery white protein and golden oil with the key benefits of hemp seed but without many of the drawbacks.
1 Unaudited
The Transaction
The Agreement is among
Pursuant to the Agreement,
Pursuant to the Amalgamation, on closing of the Transaction (“Closing”),
Completion of the Transaction remains subject to, among other things: approval of the Canadian Securities Exchange (the “CSE”); shareholder approval by Embark; and other conditions which are customary for transactions of this nature.
All BevCanna Shares to be issued in the Transaction will be issued pursuant to an exemption from applicable securities laws. There will be no finder's fees paid in connection with the Transaction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in
About
Embark's 40,000 sq ft
About
With decades of experience creating, manufacturing and distributing iconic brands that resonate with consumers on a global scale, the team demonstrates an expertise unmatched in the nutraceutical and cannabis-infused beverage categories. Based in
Disclaimer for Forward-Looking Information
This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the prospective synergies between the business of
Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among other things: that the CSE may not approve the Transaction as proposed or at all; that the parties may not be able to satisfy the conditions to Closing of the Transaction; general market conditions; risks associated with the COVID-19 pandemic; and other factors beyond the control of the parties.
This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about BevCanna’s expected increase in assets on a post-Closing basis, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraphs. The actual financial results of
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On behalf of the Board of Directors:
Director,
For media enquiries or interviews, please contact:
416-710-3370
wynn@thirtydash.ca
For investor enquiries, please contact:
778-766-3744
bryce@bevcanna.com
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