- Vibe to significantly scale California-wide distribution
- Transaction immediately cash flow positive to Vibe
- Expanded manufacturing launch of new Hype Cannabis Co.TM products
SACRAMENTO, California, September 10, 2020 – Vibe Bioscience Ltd. (CSE:VIBE, OTC:VBSCF, GERMANY:A061) (the “Company” or “Vibe”), a California based cannabis retailer and cultivator, is pleased to announce that, further to the Company’s press release dated August 30, 2020, it has finalized pricing for the previously announced transaction (the “Transaction”) to acquire Cathedral Asset Holding Corporation (“CAHC” or “Cathedral”) and its distribution and manufacturing assets in Santa Rosa, California.
Cathedral leases a facility in Santa Rosa, California and is licensed for distribution and manufacturing of regulated cannabis. Cathedral’s distribution license and facility will allow Vibe to complete logistics and fulfillment from its cultivation facilities to its retail store network and allow for the transportation, packaging, labelling, testing, storage, and transfer of its marijuana products. The manufacturing license will allow Vibe to expand its Hype Cannabis Co.TM product line and produce a wide variety of all-natural Hype Cannabis Co.TM products.
Terms of the Transaction
In connection with the Transaction, Vibe will acquire all the issued and outstanding shares of Cathedral for CA$333,360 in an all-share transaction based upon the 30-day volume weighted average price (“VWAP”) for the period ended September 10, 2020. The Company will assume the lease obligation for the Santa Rosa facility and the existing inventory of vape products. Ventura will also receive 800,000 warrants being exercisable to acquire one common shares of Vibe at an exercise price of C$0.60 per warrant share for a term of twelve months following the transaction completion. Vibe is completing a routine inspection of the facility and inventory on September 12, 2020 and Vibe is scheduled to have possession and operational control on September 15, 2020. CAHC is a wholly-owned subsidiary of Ventura Cannabis and Wellness Corp. (CSE: VCAN) (“Ventura”).
About Vibe Bioscience Ltd.
Vibe is an integrated cannabis company delivering exceptional retail experiences with its Vibe By CaliforniaTM brand and ethos, premier cultivation product and high-efficiency delivery, and on-line sales. The Company’s management team brings expertise in retail, cannabis cultivation and mergers and acquisitions to support its U.S. expansion through accretive acquisitions and organic growth. Vibe is listed on the Canadian Securities Exchange under the symbol VIBE, on the OTC under symbol VBSCF, and in Germany as A061. To learn more about Vibe, please visit www.vibebycalifornia.com.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “anticipate”, “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events, and may be impacted as a result of general economic conditions or the ongoing COVID-19 pandemic. Actual future results may differ materially.
The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein. Risk factors related to the Company are described in the Company’s Management Discussion and Analysis, a copy of which is available under the Company’s profile on SEDAR.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any State securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable State securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of medical cannabis under the Cannabis Act (Federal), readers are cautioned that in the U.S., cannabis is largely regulated at the State level. To the knowledge of Vibe Bioscience Ltd., there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the State level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. Federal law. Strict compliance with State laws with respect to cannabis will neither absolve Vibe Bioscience Ltd. of liability under the U.S. Federal law, nor will it provide a defense to any Federal proceeding, which may be brought against Vibe Bioscience Ltd. Any such proceedings brought against Vibe Bioscience Ltd. may adversely affect its operations and financial performance.