LiveWell Foods Canada Inc. Announces $10 Million Brokered Private Placement Led by Canaccord Genuity

OTTAWA, (GLOBE NEWSWIRE) — LIVEWELL FOODS CANADA Inc. (“LiveWell Foods” or the “Company“) is pleased to announce that it has entered into an agreement with a syndicate of agents led by Canaccord Genuity Corp. and including Beacon Securities Ltd., Echelon Wealth Partners Inc. and GMP Securities L.P. (collectively, the “Agents”), whereby the Agents will sell on a commercially reasonable efforts private placement basis, a minimum of 10,000,000 units of the Company (the “Units”) at a price of C$1.00 per Unit (the “Issue Price”) for aggregate gross proceeds of a minimum of C$10,000,000.

Each Unit will consist of one common share of the Company (a “Common Share”) and one half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant shall be exercisable into one Common Share at a price of $1.30 per Warrant for a period of 24 months from the date of listing on a recognized Canadian stock exchange.

The Company intends to use the net proceeds of the Offering to complete the 108,000 sqft Phase 1 retrofit (of a total planned 540,000 sqft) of the Artiva Greenhouse Facility in Ottawa, advance construction of the initial 100,000 sqft (of a total planned 1,000,000 sqft) of the Pontiac Project in Quebec and for general working capital purposes.

Closing of the Offering is expected to occur on or about May 10th, 2018 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the securities regulatory authorities.

Pursuant to the terms of the Offering, the Agents have been granted an option to arrange for the sale of up to C$1,500,000 of additional Units, which option is exercisable by the Agents at any time up until the Closing Date.

The Company will pay cash commissions to the Agents equal to 8.0% of the aggregate gross proceeds of the Offering. The Agents will also receive Agents’ warrants exercisable for a period of 24 months from the Closing Date to acquire that number of Units which is equal to 8.0% of the number of Units sold under the Offering, at an exercise price that is equal to the Issue Price.

As announced on January 16th, 2018 by Percy Street Capital Corporation (“Percy Street”) (TSX-V:PSC.P), LiveWell Foods and Percy Street have entered into an arm’s length agreement in principle whereby Percy Street will purchase all of the issued and outstanding securities of LiveWell Foods, and it is intended that the proposed transaction will constitute Percy Street’s qualifying transaction under the policies of the TSX Venture Exchange (the “Qualifying Transaction”). Completion of the Qualifying Transaction is expected by the end of Q2 2018.

About LiveWell

LiveWell Foods Canada Inc. (Ottawa, Canada) is dedicated to the highest quality standards in delivering cannabis and hemp products. Together with its strategic partners, Canopy Growth Corporation (TSX:WEED) and Canopy Rivers Corporation, LiveWell is retrofitting an existing 540,000 square foot greenhouse facility in Ottawa, Ontario. LiveWell is also constructing a state of the art Global Innovation Centre complete with a Cannabis and Hemp Research & Processing facility and a 1 million square foot grow, in Litchfield, Quebec. Upon completion, the combined will measure 1,540,000 square feet of greenhouse capacity, all built to an unparalleled level of quality assurance, procedures, and testing. The company has established partnerships with leading sector names, with interests and operations abroad. LiveWell also distributes retail and bulk hemp products under the O-Hemp brand and plans to distribute cannabis edibles and infused products.

For more information visit: www.livewellfoods.ca

Cautionary Statement:
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 “plan”, “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 Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof and the Company is 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. 

This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of the Company.

For Media Inquiries
Kimothy Walker
Communications Advisor
(613) 859-3753


Léa Manuel
(514) 569 7282

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The Honourable Lawrence Cannon Joins LiveWell Foods Canada’s Board of Directors

Ottawa (Ontario), April 16, 2018 – LIVEWELL FOODS CANADA Inc. (“LW“, “LiveWell Foods” or the “Company“) welcomes the Honourable Lawrence Cannon to its Board of Directors.

Significant support for an ambitious project
After receiving support from the City of Ottawa last February for the conversion of its existing 540,000 square foot greenhouse in the Metcalfe area into a cannabis production site, the company, continues solidifying the foundation of its development to become one of the largest greenhouse facilities for cannabis production in the world. This goal is also expressed in the establishment of a world-class research and innovation center in Litchfield, Quebec, for cannabis and hemp cultivation and processing.

The arrival of Lawrence Cannon as a member of the Board of Directors is further evidence of the project’s quality. “It is with great enthusiasm that we welcome Mr. Cannon to our Board of Directors,” said Timothy J. McCunn, Co-Founder and Chairman at LiveWell. “His extensive international experience, as well as his knowledge of the functioning of our democratic institutions will undoubtedly be important assets for the company.

Lawrence Cannon: a prestigious career
The Honourable Lawrence Cannon began his political career in 1985 at the National Assembly of Quebec as Member of Parliament for La Peltrie, a constituency he represented until 1994. He held the position of Minister of Communications from 1990 to 1994 after being successively appointed Parliamentary Secretary to the Minister of External Trade and Technological Development (1985-1988), Minister of Tourism (1988-1989), Deputy House Leader and Deputy Speaker of the National Assembly (1989-1990). Then onto the federal scene, as Minister of Transport, Infrastructure and Communities as well as Minister of Foreign Affairs of Canada, a position he held until spring 2011. Mr. Cannon was Canada’s ambassador to France from 2012 to 2017.

About LiveWell
LiveWell Foods Canada Inc. (Ottawa, Canada) is dedicated to the highest quality standards in delivering cannabis and hemp products.  Together with its strategic partner, Canopy Growth Corporation (TSX:WEED) and Canopy Rivers Corporation, LiveWell is retrofitting an existing 540,000 square foot greenhouse facility in Ottawa, Ontario.  LiveWell is also constructing a state of the art Global Innovation Centre complete with a Cannabis and Hemp Research & Processing facility and 1 million square foot grow, in Litchfield, Pontiac County, Quebec. Upon completion, the combined will measure 1,540,000 square feet of greenhouse capacity, all built to an unparalleled level of quality assurance, procedures, and testing.  The company has established partnerships with leading sector names, with interests and operations abroad.  LiveWell also distributes retail and bulk hemp products under the O-Hemp brand and plans to distribute cannabis edibles and infused products.

For more information visit www.livewellfoods.ca.

On behalf of the Board of Directors,
                                                                                       
LIVEWELL FOODS CANADA INC.
David Rendimonti
President

Cautionary Statement:
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 “plan”, “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 Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof and the Company is 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. 

This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of the Company.

For Media Inquiries
Kimothy Walker
Communications Advisor
(613) 859-3753
info@livewellfoods.ca

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Canopy Growth and Canopy Rivers Announce Strategic Agreement with LiveWell Foods

Canopy Rivers Corporation (“Canopy Rivers”), Canopy Growth Corporation (“Canopy Growth”) (TSX: WEED) and LiveWell Foods Canada Inc.  (“LiveWell”), today announced that the companies have executed a strategic agreement to accelerate the development and commercialization of Livewell’s two large scale cannabis projects located in Ottawa, ON and Pontiac, QC, which collectively represent over 1,500,000 sq. ft. of future cannabis production and processing infrastructure.

“This new partnership represents further validation that Canopy is the platform of choice in the cannabis sector,” said Bruce Linton, Chairman and CEO of Canopy Growth.  “Canopy has an unmatched ability to collaborate with partners given our breadth of operational knowledge, technology, investment capital, and cultivation expertise.”

“Rivers continues to look for synergistic and mutually beneficial opportunities to support emerging industry players with strategic advisory services and financial support,” said Sean McNulty, Co-founder, Canopy Rivers. “We will work collaboratively with Canopy Growth to accelerate LiveWell’s speed to market and deploy the resulting offtake throughout Canopy’s industry leading distribution platforms.  With their Ottawa project located less than an hour from Canopy Growth’s Smith Falls headquarters, and 5 minutes from the airport, Livewell, once developed, represents a complimentary supplement to our portfolio of production and distribution partners.”

Canopy’s experienced team will provide Livewell with high-quality genetics for initial cultivation, access to trained personnel for guidance/support, assistance with standard operating procedures for compliance, and other strategic and financial support as needed to assist LiveWell in getting its facilities licensed and fully operational.  Once licensed, LiveWell will also benefit from launching its brand(s) via Canopy Growth’s extensive distribution network including Tweedmainstreet.com, the largest registered patient network in the industry, and Canopy Growth’s extensive recreational retail channels.

“Partnering with Canopy Growth and Canopy Rivers, the leaders in the cannabis industry, provides LiveWell with the best in class partners required to execute on our ambitious growth plans in an efficient and expedited manner,” said LiveWell’s CEO Seann Poli.  “Having access to their operational excellence, unique technology, global distribution infrastructure, and an abundance of other industry insights, we can significantly de-risk the execution and operation at both facilities. These significant executional efficiencies will drastically reduce our time to market and improve the quality of product we deliver.”

As part of the agreement, subject to the completion of certain milestones, Canopy Growth and Canopy Rivers, will each be issued equity in LiveWell.  LiveWell has also received an initial purchase agreement from Canopy, for cannabis production at the Ottawa Project.  In addition, LiveWell has the option to draw on up to $20,000,000 of debt financing from Canopy Rivers (subject to the completion of certain milestones) to support Livewell’s continued growth initiatives.

LiveWell Foods Canada Overview LiveWell is a vertically integrated cannabis company with a full seed-to-sale solution including two large scale cannabis greenhouse projects in development totaling over 1,500,000 square feet.  In addition to dried bud and oil, the company’s technology enables it to produce high value extracts and isolates for use in precise dosed medicinal formulations, and future recreational and edibles markets.  LiveWell also distributes retail and bulk hemp products under the O-Hemp brand.

Artiva Project Overview (Ottawa, Ontario) In late 2017 Artiva completed the acquisition of Sole Produce and now owns 100 acres of prime agricultural land located five minutes from the Ottawa International Airport and ten minutes from downtown Ottawa.  The farm has been in operation since 1993 and currently produces eggplant, zucchini, and mini cucumber under 740,000 square feet of greenhouse, serving local and national grocers.   The Phase I retrofit of 108,000 square feet of greenhouse and 36,000 square feet of indoor support is well underway and construction is scheduled for completion in Q2 of this year.  LiveWell is the first company in Ottawa to be permitted to grow cannabis within the city limits.  The ACMPR application for this site has been submitted; and subject to Health Canada and other standard regulatory approvals, the Company anticipates being ready to begin in summer of 2018.  Once Phase I is completed and licensed the plan is to immediately retrofit the balance of the
facility brining the total planned project to 540,000 sq. ft. all under one roof.

Pontiac Project Overview (Litchfield, Quebec)The 500 acre Pontiac site offers excellent conditions for sustainable development, innovation, investment, and partnership support.  The site is ideally situated on the Ottawa River, one hour North-West of Gatineau, Quebec.  It has an abundant water supply and power at some of the most competitive rates in North America.  The site will host a Global Innovation Centre complete with a Cannabis and Hemp Research & Processing facility allowing for the development of precisely dosed consumable products for the medicinal, pharmaceutical, nutraceutical, and recreational consumer markets.  The total planned project footprint is one million square feet of hybrid greenhouse and construction of the first 100,000 square feet has already begun.

About LiveWell

LiveWell Foods Canada Inc. (Ottawa, Canada) is dedicated to the highest quality standards in delivering cannabis and hemp products.  Together with its strategic partner, Canopy Growth Corporation (TSX: WEED) and Canopy Rivers Corporation, LiveWell is retrofitting an existing 540,000 square foot greenhouse facility in Ottawa, Ontario.  LiveWell is also constructing a state of the art Global Innovation Centre complete with a Cannabis and Hemp Research & Processing facility and 1 million square foot grow, in Litchfield, Quebec.  Upon completion, the combined will measure 1,540,000 square feet of greenhouse capacity, all built to an unparalleled level of quality assurance, procedures, and testing.  The company has established partnerships with leading sector names, with interests and operations abroad.  LiveWell also distributes retail and bulk hemp products under the O-Hemp brand and plans to distribute cannabis edibles and infused products.

For more information visit www.livewellfoods.ca

About Canopy Growth CorporationCanopy Growth is a world-leading diversified cannabis and hemp company, offering distinct brands and curated cannabis varieties in dried, oil and Softgel capsule forms. From product and process innovation to market execution, Canopy Growth is driven by a passion for leadership and a commitment to building a world-class cannabis company one product, site and country at a time.

Canopy Growth has established partnerships with leading sector names including cannabis icon Snoop Dogg, breeding legends DNA Genetics and Green House seeds, and Fortune 500 alcohol leader Constellation Brands, to name but a few. Canopy Growth operates seven cannabis production sites with over 1 million square feet of production capacity, including over 500,000 square feet of GMP-certified production space. The Company has operations in seven countries across four continents. The Company is proudly dedicated to educating healthcare practitioners, conducting robust clinical research, and furthering the public’s understanding of cannabis, and through its partly owned subsidiary, Canopy Health Innovations, has devoted millions of dollars toward cutting edge, commercializable research and IP development. Through partly owned subsidiary Canopy Rivers Corporation, the Company is providing resources and investment to new market entrants and building a portfolio of stable investments in the
sector. From our historic public listing to our continued international expansion, pride in advancing shareholder value through leadership is engrained in all we do at Canopy Growth. For more information visit www.canopygrowth.com

Notice Regarding Forward Looking StatementsThis news release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canopy Growth Corporation, its subsidiaries, or its affiliates to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include future operational and production capacity, the impact of enhanced infrastructure and production capabilities,
and forecasted available product selection.  The forward-looking statements included in this news release are made as of the date of this news release and Canopy Growth Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

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

Jordan Sinclair, Director of Communications, Jordan@tweed.com, 613-769-4196; Investor Relations, Tyler Burns, Tyler.burns@canopygrowth.com, 855-558-9333 ex 122; Director: Bruce Linton, tmx@tweed.com

SOURCE  Canopy Growth Corporation

View original content: http://www.newswire.ca/en/releases/archive/April2018/05/c7719.html

SOURCE: Canopy Growth Corporation

Jordan Sinclair, Director of Communications, Jordan@tweed.com, 613-769-4196; Investor
Relations, Tyler Burns, Tyler.burns@canopygrowth.com, 855-558-9333 ex 122; Director:
Bruce Linton, tmx@tweed.com

Fiscal year ends Jul 31, 2015. Values are displayed in millions. Currency is displayed in USD. () = Negative Values.
*GAAP = prior to non-GAAP analyst adjusted earnings.

K=Thousands, M=Millions, B=Billions, TTM=Trailing 12 Month, MRQ=Most Recent Quarter, FYR=Fiscal Year End,
NM=Not Meaningful, NA=Not Available, GAAP = Generally Accepted Accounting Principles used in Financial Statements
issued by the company, Non-GAAP = Adjusted Operating Earnings or Revenue used in comparison to Analyst Estimates.
Adjustments are typically one-time gains or losses.

12.45 PM Oct 01, 2014

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Ottawa City Council Approves Development of One of Canada’s Largest Cannabis Production Facilities

TORONTO, ONTARIO – (February 14, 2018) – LIVEWELL FOODS CANADA Inc. (“LW“, “LiveWell Foods” or the “Company“) is pleased to announce it has received approval today from Ottawa City Council to turn its existing 540,000 square feet greenhouse (the “Ottawa Project”) into a cannabis production facility, eventually bringing hundreds of jobs to the area.

Ottawa Project Overview:

  • The Ottawa Project is owned by LiveWell’s wholly owned subsidiary Artiva Inc. (“Artiva“).
  • The project will retrofit 540,000 square feet of existing greenhouses that sit on 100 acres of farmland, in the region of Metcalfe, near Greely.
  • The retrofit will begin immediately to complete the first phase of the project (57,000 square feet) with an anticipated completion date in Q2 2018.
  • As noted in a prior release dated July 7, 2017, an application has already been submitted to Health Canada to become a licensed cannabis producer under the Access to Cannabis for Medical Purposes Regulations (ACMPR) for the Ottawa Project.
  • The application is currently in the Review and Security Clearance stage.

In addition, LiveWell plans to make exclusive use of its proprietary extraction and isolation processes to develop whole plant oils from cannabis for sale in Canada’s regulated cannabis market. LiveWell will also use the technology to isolate cannabinoids from lower value feedstock, thus creating high quality, high purity isolates. Isolates are an integral component for manufacturing precise dosed medicinal and potential future recreational infused and edible products and will be important once approved within Canada’s legal regulatory framework.

Says Peter Abboud, LiveWell Co-CEO, “We are absolutely delighted that city council is supporting our plan to bring our project and hundreds of jobs to rural Ottawa. The farm was in my family for almost 25 years, and as we transition from cucumbers to cannabis and hemp, I couldn’t be happier that LiveWell will be using its technology, research and innovation to advance our knowledge of the health benefits of the products we will be producing.

About LiveWell
LiveWell Foods Canada Inc. (Ottawa, Canada) is dedicated to the highest quality standards in delivering cannabis and hemp products. LiveWell is planning to retrofit an existing 540,000 square foot greenhouse facility in Ottawa, Ontario. LiveWell will also be constructing a state of the art Global Innovation Centre and 600,000 square foot Cannabis Cultivation and Processing facility in Litchfield, Quebec. Upon completion, the combined will measure 1,140,000 square feet of greenhouse capacity, all built to an unparalleled level of quality assurance, procedures, and testing. The company has established partnerships with leading sector names, with interests and operations abroad.  LiveWell also distributes retail and bulk hemp products under the O-Hemp brand and plans to distribute cannabis edibles and infused products.

On behalf of the Board of Directors,
LIVEWELL FOODS CANADA INC.
David Rendimonti
President

Cautionary Statement:
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 “plan”, “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 Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof and the Company is 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.

For Media Inquiries:
Kimothy Walker
Communications Advisor
(613) 859-3753
info@livewellfoods.ca

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LiveWell Strengthens Management Team for Growth

OTTAWA, ONTARIO – LIVEWELL FOODS CANADA Inc. (“LW“, “LiveWell Foods” or the “Company“) is pleased to announce the addition of Mr. Steven Archambault as Chief Financial Officer.

Steven Archambault served as CFO for Novra Group as well as President of International Datacasting. Steven is a Chartered Professional Accountant (CPA, CA) and a Certified Public Accountant (Illinois, USA), with over 20 years’ experience in finance and executive leadership in public and private companies. Most recently at IDC, he served as a board member from July 2015 and held the position of interim CEO from February 2016 and CFO from December 2013. Steve also gained international experience while residing in Bermuda from 1996 to 2011, initially as an auditor with Ernst & Young LLP and subsequently held senior finance positions at Stockton Reinsurance Limited and AXIS Capital Limited (a NYSE-listed company). He holds a Bachelor of Commerce (Honors) degree from the University of Ottawa.

David Rendimonti, President states, “As we neared the end of 2017, we had the opportunity to reflect on what we had achieved in a remarkably short period of time. Given the extraordinarily positive response to our efforts to-date, we identified that the Company had to look carefully at our operational structure. With the speed-to-market we have to achieve in 2018, we need to act decisively to ensure we can manage our projected business growth, product rollout and corporate alliances with key partners. I am delighted that Steven is joining the leadership team as we transition to a public company. 2018 will see remarkable advancements, as we continue our efforts to build a world class company.”

About LiveWell

LiveWell Foods Canada Inc. (Ottawa, Canada) is dedicated to the highest quality standards in delivering cannabis and hemp products. LiveWell is planning to retrofit an existing 540,000 square foot greenhouse facility in Ottawa, Ontario. LiveWell will also be constructing a state of the art Global Innovation Centre and 600,000 square foot Cannabis Cultivation and Processing facility in Litchfield, Quebec. Upon completion, the combined will measure 1,140,000 square feet of greenhouse capacity, all built to an unparalleled level of quality assurance, procedures, and testing. The company has established partnerships with leading sector names, with interests and operations abroad.  LiveWell also distributes retail and bulk hemp products under the O-Hemp brand and plans to distribute cannabis edibles and infused products.

On behalf of the Board of Directors,
LIVEWELL FOODS CANADA INC.
David Rendimonti
President

Cautionary Statement:
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 “plan”, “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 Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof and the Company is 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.

For Media Inquiries:
Kimothy Walker
Communications Advisor
(613) 859-3753
info@livewellfoods.ca

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Percy Street Capital Corporation Announces Qualifying Transaction

OTTAWA, (GLOBE NEWSWIRE) — Percy Street Capital Corporation (“Percy Street” or the “Corporation”) (TSXV:PSC.P), a capital pool company, is pleased to announce it has entered into an arm’s length agreement in principle to purchase all of the issued and outstanding securities of LiveWell Foods Canada Inc. (“Livewell Foods”), a corporation incorporated on May 5, 2015 under the laws of Canada, and it intends that the proposed transaction will constitute its qualifying transaction (the “Qualifying Transaction”) under the policies of the TSX Venture Exchange (the “Exchange”). The parties executed a letter of intent on January 11, 2018.

Qualifying Transaction

Percy Street and Livewell Foods will enter a definitive agreement (the “Amalgamation Agreement”) pursuant to which Percy Street, or a newly incorporated subsidiary of Percy Street, and Livewell Foods will complete a three-corner amalgamation (the “Amalgamation”) under the Canada Business Corporations Act (the “CBCA”) and whereby the security holders of Livewell Foods will receive securities of the issuer resulting from the Amalgamation (the “Resulting Issuer”). The parties have agreed that for the purposes of the Amalgamation, the valuation of Percy Street will be $1,665,000 and the valuation of Livewell Foods will be $50,000,000.

The proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction. While Timothy McCunn is the current President & CEO and a director of Percy Street as well as a director of Livewell Foods, he is not a Control Person, as that term is defined by the Exchange, of either party. Tim McCunn owns 0.9% of the issued and outstanding shares of Percy Street and 7.0% of the issued and outstanding shares of Livewell Foods. The proposed Qualifying Transaction will not be subject to Percy Street shareholder approval.

Conditions precedent to the Closing of the Qualifying Transaction include execution of the Amalgamation Agreement and Percy Street and Livewell Foods obtaining all necessary consents to complete the Qualifying Transaction.

A concurrent financing will only be considered if necessary to meet the initial listing requirements of the Exchange. The parties intend on applying for a waiver of the sponsorship requirement.

History of the Business and Significant Financial Information

Livewell Foods is a diverse and science-based nutritional lifestyle company incorporated in 2015 and operating through its subsidiaries: Livewell Foods Quebec Inc. (“Livewell Foods QC”), O-Hemp Inc. (“O-Hemp”), Artiva Inc. (“Artiva”), and Delisse Fine Cuisine Inc. (“Delisse”). The registered office of Livewell Foods, O-Hemp, and Artiva is 1275 Leeds Ave., Suite 900, Ottawa, ON K1B 3W2. The registered office of Delisse is 1275 Leeds Ave., Suite 900, Ottawa, ON K1B 3W2. The registered office of Livewell Foods QC is 5970 Henri Bourassa Ouest, Montreal, QC H4R 3A6.

The collaboration of the Livewell Foods’ subsidiaries has positioned it for the next generation of healthy horticulture and functional food manufacturing including in the hemp and cannabis sectors. In addition, Delisse caters to the healthy minded consumer producing healthy foods. Artiva has applied for a Canadian medicinal cannabis licence through its joint venture partner Canopy Growth Corporation, and Livewell Foods QC will be applying shortly thereafter utilizing the same partner based application process.

Livewell Foods has been created to combine the growing and food manufacturing experience of its management team into this multi-faceted supplier of agricultural and functional food products.

Upon the completion of the Qualifying Transaction, the Resulting Issuer will be involved in the Diversified Industries sector, selling food and plant-based products to the public, in particular, through the following subsidiaries:

ARTIVA – Livewell Foods owns 100% of the issued and outstanding shares of Artiva which owns 100 acres of agriculture land near the Ottawa airport which includes 20 acres of greenhouse facilities. These facilities have a 25 year operating history of horticulture and cultivation. This facility was acquired by Livewell in Q4 of 2017. Artiva has partnered with Canopy Growth Corporation to receive strategic and operational support including but not limited to licensing, distribution, marketing, technology, genetics and personnel. Upon licensing, Canopy will receive a 20% equity interest in Artiva and an option to purchase 20% of annual production. Artiva has completed the security phase of its application with Health Canada and is working with Canopy to finalize its licence.

Artiva also has an agreement in principle with Cannabis Wheaton Income Corp (“Cannabis Wheaton”) for an investment of $54,000,000 for 20% of Artiva, including a 1/3rd offtake of future cannabis production over a 20 year period. On April 17, 2017 Artiva entered into an agreement with Cannabis Wheaton which provides for financing for the build out of its facilities by Cannabis Wheaton on the following terms:

Cannabis Wheaton shall subscribe for $54,000,000 of common equity of Artiva at a price per common share on the date of funding which:
(i) If not listed for trading on an exchange reflects a $270,000,000 pre-money valuations; or
(ii) If the shares are listed on the Exchange is equal to the greater of (x) the trading price or (y) $270,000,000 pre-money valuations;
Artiva shall grant Cannabis Wheaton “access and influence” over 33% of the actual cultivation yield which includes the right to purchase such yield at cost plus 10%, for a period of 10 years;
Artiva also grants to Cannabis Wheaton a right of first refusal to finance an expansion of the facility in terms similar to the above.
Artiva and its predecessor company Sole Produce had unaudited revenues of approximately $2,100,000 in 2017.

LIVEWELL FOODS QC – Livewell Foods owns 100% of the issued and outstanding shares of Livewell Foods QC which has an option to purchase up to 1,400 acres in the Pontiac region of Quebec, 1 hour north-west of Ottawa, ON and Gatineau, QC. It is also management’s intent to build a licensed greenhouse facility at this site. This site will also house a Global Innovation Center focused on Cannabis products, hemp products and research and development, including but not limited to a proprietary organic extraction and isolation technology. Artiva and Livewell Foods QC have entered into an exclusive licensing agreement with Relief Effects Inc. for the intellectual property surrounding our isolate and infusion technologies.

O-HEMP – Livewell Foods owns 100% of the issued and outstanding shares of O-Hemp which is focused on manufacturing and sale of hemp products. It has recently launched its first products in Q4 of 2017.

DELISSE – Livewell Foods owns 40% of the issued and outstanding shares of Delisse and has an option to acquire the remaining shares of Delisse, which is a food manufacturing company distributing a variety of food products through national distributors.

Financial Information

Based on the audited financial statement for the year ending December 31, 2016, as a holding company, Livewell Foods generated no revenue and incurred a net loss of $569,486 and negative cash flows from operations of $409,419. Unaudited interim financial statements to November 30, 2017 for Livewell Foods indicates a net loss of $1,500,000, with total assets of $3,500,000.

Directors and Management of the Resulting Issuer

The following are summaries of those individuals, including a tentative board composition, considered Insiders of the Resulting Issuer. The summaries include each individual’s expected positions with the Resulting Issuer and relevant work and educational backgrounds:

Seann Poli, Co-Chief Executive Officer, Director – Mr. Poli has an extensive business background, successfully growing a number of mid and small sized companies in private capital markets. Mr. Poli’s experience encompasses a diverse set of industries and roles involving negotiations with key stakeholders, government offices, private investors, senior level management, and on-site staff.

Peter Abboud, Co-Chief Executive Officer, Director – Mr. Abboud has extensive background in horticulture, produce and food manufacturing. He has 25 years of involvement with start-up companies domestically and internationally and experience in food manufacturing as founder of Delisse.

David Rendimonti, President – Mr. Rendimonti has held senior roles within Johnson & Johnson and Pfizer. He has extensive experience in the biotech, CNS and women’s health markets in Canada leading product development, launch, programming and market leading share, growth and innovation.

Michel Lemieux, Chief Administrative Officer – Mr. Lemieux has over 25 years of experience in organizational change, business development, and strategic planning.

Peter Ostapchuk, Director, Chair of Audit Committee – Mr. Ostapchuk is an executive advisor with over 29 years of advisory, governance, and financial restructuring, expertise in leadership roles. Mr. Ostapchuk was a principal financial and M&A advisor with EY and PwC, financial institution risk management advisor with the CDIC, and federal Crown corporation Deputy CFO. Mr. Ostapchuk is a CPA, CA, and holds the ICD.D designation from the Institute of Corporate Directors. Mr. Ostapchuk was appointed to the OSC regulated Boards within the Global Financial Group, and was previously on the board of directors of Alterna Bank and Alterna Savings as Chair of the Audit and Finance Committee.

Hugh Notman, Director – Mr. Notman is a managing director with the national mid-market firm, CCC Investment Banking, managing the Vancouver office. Mr. Notman’s business career has mostly been in the financial services industry for over 35 years. CCC Investment Banking is a leading mid-market firm that is active in the healthcare and food and beverage sectors. Mr. Notman holds the ICD.D designation from the Institute of Corporate Directors. Mr. Notman sits on several for profit and non-profit boards.

Exchange Policy 2.4 – Capital Pool Companies

Under Exchange Policy 2.4, a capital pool company must complete a Qualifying Transaction within 24 months of listing. Percy Street was listed on January 12, 2016. Trading of Percy Street’s common shares was halted on January 12, 2018 at the request of the Corporation. However, Percy Street’s “halted” status will change to “suspended” on January 18, 2018 and will remain suspended until the Exchange provides final approval for the Qualifying Transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact information

Timothy McCunn
CEO, Percy Street Capital Corporation
613-566-2831

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