1933 Industries Signs Binding Letter of Intent to Acquire Beverage Company Day One

Rhea-AI Summary

1933 Industries Inc. has announced a binding Letter of Intent to acquire Day One Beverages, a company specializing in CBD-infused sparkling water. The all-stock transaction involves issuing 55 million shares, with an additional 27.5 million share purchase warrants contingent on revenue milestones. The deal, pending regulatory approval, aims for completion by January 31, 2022. 1933 Industries anticipates this acquisition will position them as leaders in the rapidly growing CBD beverage market, projected to expand significantly in the coming years.

Positive

• Acquisition of Day One enhances 1933 Industries' position in the growing CBD beverage market.
• Day One's product line aligns with the health-conscious beverage trend, potentially boosting sales.
• Strong distribution channels and innovative marketing expected to drive revenue growth.

Negative

• The transaction is subject to regulatory approval, which could delay closing.
• The issuance of shares may lead to shareholder dilution.

1933 Industries Signs Binding Letter of Intent to Acquire Beverage Company Day One

VANCOUVER, BC / ACCESSWIRE / January 18, 2022 / 1933 Industries Inc. (the "Company" or "1933 Industries") (CSE:TGIF)(OTCQB:TGIFF), a Nevada-focused cannabis consumer packaged goods company, is pleased to announce that it has entered into a binding Letter of Intent ("LOI") to acquire 100% of all of the authorized and issued shares of Day One Beverages, Inc. ("Day One"), a disruptive beverage company with a portfolio of next-level CBD-infused sparking water products. 1933 Industries will acquire Day One in an all-stock arm's length transaction via the issuance of an aggregate of 55,000,000 shares of common stock of the Company. 45,200,000 shares will be issued at closing, and the balance of 9,800,000 shares will be issued subsequent to closing in quarterly installments. All shares issued under the transaction will be subject to a contractual one-year hold period, in addition to any resale restriction that may be required under applicable securities laws. In addition, the vendors will be eligible to receive up to a further 27,500,000 share purchase warrants of the Company, exercisable at a price of $0.0545 (USD) per share based on the achievement of certain gross revenue milestones over a period of 30 months following the closing of the transaction.

The closing of the transaction is anticipated on or around January 31^st, 2022 and is subject to regulatory approval as well as other customary conditions of closing. The Company has also entered into a loan agreement to advance up to US$300,000 to Day One in anticipation of the successful closing of the transaction, upon which event any amounts loaned would be forgiven and the loan agreement retired. No persons are expected to become new 10% shareholders of the Company because of the transaction, but the vendors will be granted the right to nominate a director to the Company's Board upon closing.

With the goal of providing ‘clarity in a can', Day One offers a modern take on sparking CBD drinks, bringing focus on natural and simple ingredients with a refreshing delicious taste that promotes health and wellness, a balanced mindset and post-exercise revitalization. With broad appeal and a familiar form factor that can deliver fast-acting effects, Day One operates out of Los Angeles, California, one of the largest and most competitive markets in the US. "Our brand promotes a positive message that resonates with a large consumer audience that understands and embraces the benefits of CBD and want a zero-calorie, unsweetened beverage, at the right price point and delivered in a way that connects with people", stated Mr. Chris Clifford, Founder and CEO of Day One Beverages.

Every can of Day One brings a guilt-free delicious drink with zero calories and no sugar. Packed with 20mg of broad spectrum, USA-sourced 100% legal CBD and real fruit juices, Day One's proprietary formulation was designed to bring a holistic approach to overall health and wellness. Day One sparking water is available in Lemon, Lime and Grapefruit. Products are non-GMO, gluten-free and free of preservatives.

Mr. Paul Rosen, Chairman and CEO of 1933 Industries stated, "The intended acquisition of Day One strategically positions the Company at the forefront of one of the fastest growing categories in the beverage space. CBD-infused beverages are part of the healthier for you movement targeted towards a health-conscious social consumer who wants a better alternative to high-sugar drinks. With strong distribution channels already in place and an innovative approach to marketing, we anticipate Day One to be a key revenue growth driver for the Company in the future. We are also very excited about the promising synergies between Day One's management team and distribution channels, and 1933's own Canna Hemp™ line of CBD wellness products".

According to Fortune Business Insights, North America is at the forefront of the cannabis-infused beverage sector, accounting for over US$500 million in 2020, with a CAGR of 54.31% forecasted for the period of 2021 to 2028.

About Day One Beverages

Day One offers clarity in a can, designed to get consumers ready for whatever they want to accomplish next. Each 12oz can includes 20mg of CBD, zero calories, 0% sugar and 100% natural fruit juice, to deliver a balanced and refreshing sparkling citrus drink for any occasion. Day One Lemon, Lime, and Grapefruit round out the brand's first flavors, with additional offerings planned in 2022. CBD is non-intoxicating and became federally legal pursuant to the 2018 Farm Bill. CBD is a hemp-based extract adaptogen with several potential health benefits. Day One tests its products rigorously and test results are transparently displayed at DrinkDayOne.com/Pages/Test-Results. Try Day One's lemon, lime, or grapefruit CBD sparking waters-- clarity, calm, and ideal hydration for your next drink.

DrinkDayOne.com

About 1933 Industries Inc.

1933 Industries is a Nevada-based, growth-orientated company, focusing on the cultivation and manufacturing of a large portfolio of cannabis consumer-packaged goods in a variety of formats for both the wholesale and retail markets. Its product offerings include: THC flower, pre-rolls, and extracted products under the AMA and Level X brands for the Nevada market; Canna Hemp™, national cannabidiol (CBD) brand of infused wellness products including CBD tinctures, gummies, topicals and sport recovery products. Day One is the Company's national CBD-infused beverage brand. The Company owns 91% of Alternative Medicine Association, LC (AMA), 100% of Infused MFG LLC (Infused), and subject to the closing of the proposed transaction, 100% of Day One Beverages Inc.

www.1933industries.com

For further information please contact:
Alexia Helgason, VP, IR and Corporate Communications
C: 604-728-4407
E: alexia@1933industries.com

Paul Rosen, CEO

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Notice regarding Forward Looking Statements: This news release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents, which can be found under the Company's profile on www.sedar.com. 1933 Industries undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE: 1933 Industries Inc.

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FAQ

What is the significance of 1933 Industries acquiring Day One Beverages?

The acquisition positions 1933 Industries in the expanding CBD beverage market, offering potential for significant revenue growth.

When is the expected closing date for the 1933 Industries and Day One acquisition?

The transaction is anticipated to close around January 31, 2022, pending regulatory approval.

What are the financial terms of the Day One acquisition?

1933 Industries will issue 55 million shares in an all-stock transaction and may issue 27.5 million share purchase warrants based on revenue milestones.

How will the acquisition impact shareholders of 1933 Industries?

While the acquisition may enhance growth potential, the issuance of shares could lead to shareholder dilution.

What products does Day One Beverages offer?

Day One offers CBD-infused sparkling water with zero calories and no sugar, available in Lemon, Lime, and Grapefruit flavors.