Safe Supply Streaming Co Ltd. Signs Definitive Agreement to Acquire Safety Strips Tech Corp., and Appointment of New Director
Safe Supply Streaming Co (SSPLF) has announced a definitive agreement to acquire the remaining 94.31% of Safety Strips Tech Corp. through a three-cornered amalgamation. Under the transaction, Safety Strips shareholders will receive 1.2748 Safe Supply common shares for each Safety Strips share held.
The company also appointed Raf Souccar, former Deputy Commissioner of Federal and International Policing in the RCMP, as a new director effective February 10, 2025. Souccar, who served on the Marijuana Legalization Task Force in 2016, will provide consulting services in governance and strategic advisory.
The acquisition strengthens Safe Supply's position in harm reduction and medical technology sectors, particularly in fentanyl and xylazine detection test strips and drink spike detection technology. The company has established revenue channels in California through drink spike test sales and implements a direct-to-consumer e-commerce strategy alongside direct-to-retail distribution.
Safe Supply Streaming Co (SSPLF) ha annunciato un accordo definitivo per acquisire il restante 94,31% di Safety Strips Tech Corp. tramite una fusione a tre angoli. In base alla transazione, gli azionisti di Safety Strips riceveranno 1,2748 azioni ordinarie di Safe Supply per ogni azione di Safety Strips detenuta.
L’azienda ha anche nominato Raf Souccar, ex Vice Commissario della Polizia Federale e Internazionale nella RCMP, come nuovo direttore a partire dal 10 febbraio 2025. Souccar, che ha fatto parte del Gruppo di Lavoro per la Legalizzazione della Marijuana nel 2016, fornirà servizi di consulenza in governance e advisory strategico.
L’acquisizione rafforza la posizione di Safe Supply nei settori della riduzione del danno e della tecnologia medica, in particolare nei test per la rilevazione di fentanyl e xylazine e nella tecnologia per la rilevazione di bevande contaminate. L’azienda ha stabilito canali di entrate in California tramite le vendite di test per bevande contaminate e implementa una strategia e-commerce diretta al consumatore insieme a una distribuzione diretta al dettaglio.
Safe Supply Streaming Co (SSPLF) ha anunciado un acuerdo definitivo para adquirir el 94.31% restante de Safety Strips Tech Corp. mediante una fusión de tres esquinas. Según la transacción, los accionistas de Safety Strips recibirán 1.2748 acciones comunes de Safe Supply por cada acción de Safety Strips que posean.
La compañía también ha nombrado a Raf Souccar, ex Comisionado Adjunto de Policía Federal e Internacional en la RCMP, como nuevo director a partir del 10 de febrero de 2025. Souccar, quien formó parte del Grupo de Trabajo sobre la Legalización de la Marihuana en 2016, brindará servicios de consultoría en gobernanza y asesoría estratégica.
La adquisición fortalece la posición de Safe Supply en los sectores de reducción de daños y tecnología médica, particularmente en tiras de prueba para detección de fentanyl y xylazine, así como en tecnología para la detección de bebidas adulteradas. La empresa ha establecido canales de ingresos en California a través de la venta de pruebas para bebidas adulteradas e implementa una estrategia de comercio electrónico directa al consumidor junto con la distribución directa al por menor.
Safe Supply Streaming Co (SSPLF)는 Safety Strips Tech Corp의 남은 94.31%를 인수하기 위한 확정 계약을 발표했습니다. 이 거래에 따라 Safety Strips의 주주들은 보유한 Safety Strips 주식 한 주당 Safe Supply의 보통주 1.2748주를 받게 됩니다.
회사는 또한 Raf Souccar를 새로운 이사로 임명했으며, 그는 2025년 2월 10일부터 효력이 발생합니다. Souccar는 2016년 마리화나 합법화 태스크포스에서 활동했으며, 거버넌스 및 전략적 자문 분야에서 컨설팅 서비스를 제공할 것입니다.
이번 인수는 Safe Supply의 피해 감소 및 의료 기술 부문에서의 입지를 강화하며, 특히 펜타닐 및 자일라진 탐지 테스트 스트립과 음료 스파이크 탐지 기술에서 두드러집니다. 이 회사는 음료 스파이크 테스트 판매를 통해 캘리포니아에서 수익 경로를 구축했으며, 소비자 직접 판매 전자상거래 전략과 소매업체 직접 유통을 구현하고 있습니다.
Safe Supply Streaming Co (SSPLF) a annoncé un accord définitif pour acquérir les 94,31 % restants de Safety Strips Tech Corp par le biais d'une fusion triangulaire. Dans le cadre de la transaction, les actionnaires de Safety Strips recevront 1,2748 actions ordinaires de Safe Supply pour chaque action de Safety Strips détenue.
L'entreprise a également nommé Raf Souccar, ancien commissaire adjoint de la police fédérale et internationale au sein de la RCMP, en tant que nouveau directeur à compter du 10 février 2025. Souccar, qui a siégé au groupe de travail sur la légalisation du cannabis en 2016, fournira des services de conseil en gouvernance et en stratégie.
Cette acquisition renforce la position de Safe Supply dans les secteurs de la réduction des risques et des technologies médicales, notamment en ce qui concerne les tests de détection de fentanyl et de xylazine ainsi que la technologie de détection des boissons altérées. L'entreprise a établi des canaux de revenus en Californie grâce à la vente de tests de détection des boissons altérées et met en œuvre une stratégie de commerce électronique directe auprès des consommateurs, ainsi qu'une distribution directe au détail.
Safe Supply Streaming Co (SSPLF) hat eine endgültige Vereinbarung zur Übernahme der verbleibenden 94,31% von Safety Strips Tech Corp. durch eine Dreiecksverschmelzung bekannt gegeben. Im Rahmen der Transaktion erhalten die Aktionäre von Safety Strips 1,2748 Stammaktien von Safe Supply für jede gehaltene Safety Strips-Aktie.
Das Unternehmen hat außerdem Raf Souccar, ehemaligen stellvertretenden Kommissar für Bundes- und internationale Polizeiarbeit in der RCMP, mit Wirkung zum 10. Februar 2025 als neuen Direktor ernannt. Souccar, der 2016 im Arbeitskreis zur Legalisierung von Marihuana tätig war, wird Beratungsdienste in den Bereichen Governance und strategische Beratung anbieten.
Die Übernahme stärkt die Position von Safe Supply in den Bereichen Schadensminimierung und Medizintechnologie, insbesondere bei Teststreifen zur Erkennung von Fentanyl und Xylazin sowie bei Technologien zur Erkennung von kontaminierten Getränken. Das Unternehmen hat in Kalifornien Einnahmequellen durch den Verkauf von Teststreifen für kontaminierte Getränke etabliert und implementiert eine Direktvertriebsstrategie für Verbraucher sowie eine Direktvertriebsstrategie für den Einzelhandel.
- Strategic acquisition of remaining 94.31% stake in Safety Strips Tech Corp. expands product portfolio in harm reduction technology
- Established revenue pathway in California through drink spike test sales
- Addition of experienced director with relevant industry and regulatory expertise
- Direct-to-consumer and direct-to-retail distribution model in place
- Share dilution due to issuance of 1.2748 Safe Supply shares for each Safety Strips share
Toronto, Ontario--(Newsfile Corp. - February 10, 2025) - Safe Supply Streaming Co Ltd. (CSE: SPLY) (FSE: QM4) (OTCQB: SSPLF) ("Safe Supply" or the "Company") and Safety Strips Tech Corp., a private company ("SSTC" or "Safety Strips") are pleased to announce that they have entered into a business combination agreement dated February 10, 2025, (the "Business Combination Agreement") pursuant to which Safe Supply will acquire the remaining
The Company is also pleased to announce the appointment of Raf Souccar as a new director of the Company's board effective February 10, 2025. In addition to his appointment, Mr. Souccar has entered into a consulting agreement with the Company on January 14, 2025 (the "Consulting Agreement"). Pursuant to the Consulting Agreement, Mr. Souccar will provide consulting services in relation to his expertise in governance and strategic advisory, playing a key role in shaping Safe Supply's corporate strategy and ensuring strong governance practices. His experience in national security, policy, and organizational leadership will be invaluable as the Company continue to expand and strengthen their position in the industry.
Mr. Souccar served as Deputy Commissioner of Federal and International Policing in the Royal Canadian Mounted Police (RCMP). In addition to his responsibilities for National Security and Organized Crime, Raf also had oversight of the RCMP's role in Canada's Drug Strategy and has provided testimony before Parliamentary Committees relative to the opioid crisis and ways to deal with the issue of substance abuse disorder.
After counseling successive justice ministers on the topic of marijuana legalization, Prime Minister Justin Trudeau appointed Mr. Souccar to the nine member Marijuana Legalization Task Force in 2016. The Task Force was given a mandate to consult and provide advice to the Government of Canada on the design of a new legislative and regulatory framework for legal access to cannabis.
Mr. Souccar has a Bachelor of Business Administration and has been a lawyer and member of the Law Society of Ontario since 1995. He's also a graduate of the University of Toronto Institute of Corporate Directors.
Key Highlights
Safe Supply has entered into an agreement to acquire the remaining
94.31% of the issued and outstanding common shares of Safety Strips, solidifying the Company's expansion and innovation in safety and healthcare technology.As part of the Transaction, Safety Strips shareholders will receive 1.2748 Safe Supply common shares for each Safety Strips common share held, ensuring a favorable exchange for both parties involved.
Safe Supply announces the appointment of Raf Souccar as a new director on the Company's board, bringing his extensive experience in national security, policing, and substance abuse disorder management to the organization.
Expanding Harm Reduction and Medical Tech Portfolio
This transaction solidifies Safe Supply's strategic expansion into the harm reduction and medical technology sectors. The Company enhances their portfolio with proprietary fentanyl and xylazine detection test strips, along with drink spike detection technology, addressing critical public health and safety concerns.
With an established revenue pathway in California through drink spike test sales and a robust direct-to-consumer e-commerce strategy, Safe Supply is positioned for significant growth. The direct-to-retail distribution model further strengthens market penetration, ensuring widespread accessibility of these life-saving tools. This agreement marks a pivotal step in Safe Supply's mission to combat the fentanyl crisis while driving innovation in harm reduction technologies.
Geoff Benic, Chief Executive Officer of Safety Strips, commented, "Our transaction with Safe Supply marks an exciting new chapter for Safety Strips. By joining forces, we gain the opportunity to accelerate our growth and expand the reach of our innovative solutions. Together, we are well-positioned to make a meaningful impact in the safety and healthcare technology space."
As the fentanyl crisis continues to escalate, it has become a central issue in geopolitical tensions, with U.S. President Donald Trump vowing to impose strict trade measures on countries linked to illicit fentanyl production. The crisis has fueled a broader trade war narrative, with potential tariffs and sanctions targeting key supply chains. We are strategically positioned at the forefront of this fight, offering harm reduction solutions that align with growing regulatory and public policy efforts to curb opioid-related deaths. With governments prioritizing domestic production of harm reduction tools, Safety Strips strengthens our role in combating fentanyl-related harm while capitalizing on a shifting policy landscape that demands innovative, life-saving technologies.
Bill Panagiotakopoulos, Chief Executive Officer of Safe Supply, commented, "This transaction represents a significant milestone in Safe Supply's mission to drive safety and healthcare technology. Safety Strips' innovative approach aligns perfectly with our vision for improving accessibility and quality of life through innovative solutions. We look forward to integrating their expertise into our growing portfolio and enhancing our impact on the industry."
"Over the years, I have seen the devastating toll that synthetic opioids and toxic contaminants take on lives. The mission at Safety Strips is simple but profound: to save lives and empower safer choices. With every strip, they offer the knowledge needed to prevent tragedy and prioritize well-being," commented Raf Souccar.
Safety Strips Tech Corp. Overview
Safety Strips is a privately held company specializing in the development and commercialization of harm reduction products, including test strips for detecting illicit substances in drugs and alcohol. With a mission to reduce harm and enhance safety in communities, Safety Strips has developed a range of products aimed at preventing drug-related fatalities and supporting wellness.
About the Transaction
The consummation of the Transaction is subject to a number of conditions customary to transactions of this nature, including, among others, the approval of Safety Strip's shareholders approving the amalgamation contemplated in the Business Combination Agreement. Safety Strips expects to receive shareholder approval via written resolution to consider and approve the Transaction as soon as possible. If approved, the Transaction is expected to close shortly thereafter, subject to the receipt of the approval of the Canadian Securities Exchange.
Further details regarding the terms and conditions of the Transaction are set out in the Business Combination Agreement, dated February 10, 2025, which will be publicly filed by the Company under its profile at www.sedarplus.ca.
There are 58,048,300 Safety Strips common shares currently issued and outstanding, in exchange for which 74,000,000 Safe Supply common shares ("Consideration Shares") shall be issued to Safety Strips shareholders under the Business Combination Agreement. The Consideration Shares are being issued at a deemed price of
In connection with the Transaction, the Company has agreed to issue 3,700,000 finder fee common shares (the "FFS") to ArcStone Ventures Inc. (the "Finder") as compensation for facilitating the introduction of the Company to Safety Strips. The FFS will be issued to the Finder at the closing of the Transaction.
Within 75 days following closing, the Company will file a BAR, which will include details of the Transaction and audited financial statements for SSTC.
Debt Settlement
On February 9, 2025, the Company entered into certain debt conversion agreements with various creditors (collectively the "Debt Conversion Agreements") to settle
Related Party Transaction
The Transaction constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions ("MI 61-101") as Jordan Greenberg, the Chief Financial Officer, of the Company (the "Greenberg Party") holds 2,160,000 Safety Strips common shares and Raf Souccar, a director of the Company (the "Souccar Party"; together with the Greenberg Party, the "Related Parties") holds 784,440 Safety Strips common shares. Following the completion of the Transaction, the Greenberg Party will receive 2,753,569 Safe Supply common shares and the Souccar Party will receive 1,000,004 Safe Supply common shares in exchange for their Safety Strips common shares held. The Company relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Safe Supply common shares held by the Related Parties does not exceed
The Debt Settlement constitutes a "related party transaction", as such term is defined in MI 61-101 due to the involvement of the Greenberg Party, who is an officer of the Company and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, in completing the Debt Settlement, the Company intends to rely on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Greenberg Party's participation in the Debt Settlement does not and will not exceed
About Safe Supply Streaming Co Ltd.
Safe Supply, a publicly traded company that is listed on the Canadian Securities Exchange, is focused on the acquisition, investment, and development of businesses within the medical, wellness, and technology sectors. The Company aims to drive sustainable growth and shareholder value by leveraging innovative, technology-driven solutions that address critical needs in healthcare and wellness.
For more details regarding the Company's projects, please visit Safe Supply's website at www.safesupply.com.
ON BEHALF OF THE BOARD,
Bill Panagiotakopoulos
Chief Executive Officer
For Further Information Contact:
Safe Supply Streaming Co Ltd.
Email: info@safesupply.com
Bill Panagiotakopoulos
Chief Executive Officer and Director
Email: bill@safesupply.com
Website: www.safesupply.com
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian securities legislation. These forward-looking statements are made as of the date of this news release. Forward- looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "plans", "projects", "intends", "estimates", "envisages", "potential", "possible", "strategy", "goals", "objectives", or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions.
Forward-looking statements in this news release relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events, including the expected timing of closing of the Transaction. All forward-looking statements are based on Safe Supply's and its employees' current beliefs as well as various assumptions made by them and information currently available to them. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward- looking statements and the parties have made assumptions and estimates based on or related to many of these factors. When relying on our forward-looking statements to make decisions with respect to Safe Supply, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Safe Supply does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on our behalf, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240263
FAQ
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