Illumination Brands Announces the Plan to Distribute or Sell Shares of LTNC After Selling One of Its Subsidiaries, Illumination Holdings Inc.
Rhea-AI Summary
Illumination Brands, formerly CBD Global Sciences Inc. (CBDN), announces plans to pay off creditors and potentially distribute remaining shares/funds to shareholders after selling its subsidiary, Illumination Holdings Inc., to Labor Smart (LTNC) for 750 million LTNC shares. CBDN was delisted from the Canadian Securities Exchange on December 5, 2023, following a Cease Trade Order since July 7, 2022. The company faced significant cash flow challenges despite attempts to shift focus from CBD to more profitable sectors.
Once LTNC shares are eligible for resale under Rule 144, CBDN plans to use them to settle debts and potentially distribute remaining assets to shareholders. The estimated distribution is 6-8 LTNC shares per CBDN share, subject to final creditor settlements. However, the company cautions that there is no assurance regarding the timing or ability to sell/distribute LTNC shares, repay creditors, or return capital to shareholders due to potential regulatory, legal, or compliance issues.
Positive
- Sale of subsidiary Illumination Holdings Inc. to Labor Smart (LTNC) for 750 million LTNC shares
- Potential debt repayment and return of capital to shareholders
- Estimated distribution of 6-8 LTNC shares per CBDN share
Negative
- Delisted from Canadian Securities Exchange on December 5, 2023
- Under Cease Trade Order since July 7, 2022
- Significant cash flow challenges and accumulated debt
- Unsuccessful attempts to lift Cease Trade Order and resume trading
- Uncertainty regarding ability to sell/distribute LTNC shares and repay creditors
DENVER, Colo., Oct. 13, 2024 (GLOBE NEWSWIRE) -- Illumination Brands, formerly known as CBD Global Sciences Inc. (“CBDN”); (the "Company"), announces its proposed plans to pay off all secured and unsecured creditors of CBDN, with any remaining shares/funds distributed as a return of capital to shareholders proportionately, as of the record date of such event. CBDN was delisted from trading on the Canadian Securities Exchange (“CSE”) on December 5, 2023. The Company had been under a Cease Trade Order (“CTO”) since July 7, 2022, and has not traded for over two years. Despite its attempt to shift its focus away from the CBD industry and into more profitable sectors, CBDN has continued to face significant cash flow challenges.
Efforts to lift the CTO consumed hundreds of thousands of dollars and countless hours, yet CBDN was ultimately unable to resume trading, leading to its delisting in 2023. Since the date that CBDN acquired the assets and designated liabilities of NABC – a company acquired out of the bankruptcy of New Age -. CBDN amassed debt while attempting to present a successful turnaround to an operation that had not been profitable in the many years leading up to the sale of the operation. In an effort to turn around operations, CBDN sought to sell assets after realizing it was unable to raise the necessary funds to continue its efforts and had limited options.
In August 2024, CBDN sold its subsidiary, Illumination Holdings, which included Legacy Distribution Group, to Labor Smart (OTCMKTS: LTNC - “LTNC”) in exchange for 750 million shares of LTNC. This acquisition provided the capital necessary to keep the subsidiary funded in order to continue the operation turnaround and aim for profitability in the beverage and snack distribution sector.
CBDN plans to hold the LTNC shares until they are eligible for resale or issuance under Rule 144 of the Securities Act of 1933.
Once the LTNC shares are eligible for sale or issuance, the Company plans to use some of the shares or proceeds from the sale of the shares to pay off all secured and unsecured creditors of CBDN, with any remaining funds/shares distributed as a return of capital or shares to shareholders proportionately, as of the record date of such event. For planning purposes only, if done as a share distribution, CBDN anticipates the share calculation to be between six to eight LTNC shares for every one share of CBDN, this estimate is dependent on the final settlement with the creditors of CBDN. The transfer agency, Capital Transfer, located in Ontario, Canada, is expected to be engaged to manage the record of shares and the return of capital or shares to shareholders once the LTNC shares are sold or distributed. However, there can be no assurance as to the timing of the distribution of the LTNC shares and there may in fact be no ability for CBDN to sell or distribute the LTNC shares, repay its creditors, or return any capital to its shareholders subject to regulatory, legal or compliance issues that may exist now or in the future.
For further information, please contact Brad Wyatt, CEO, (720-881-2541) or email at info@illuminationbrands.com
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to future developments and the business and operations of the Corporation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals. Readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
FAQ
What is Illumination Brands' plan for the LTNC shares received from selling Illumination Holdings Inc.?
When was CBDNF delisted from the Canadian Securities Exchange?
How many LTNC shares did Illumination Brands receive for selling Illumination Holdings Inc.?
What is the estimated share distribution ratio for CBDNF shareholders?
