08:41:24 EDT Sun 22 Jul 2018
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Arev Nutrition Sciences Inc
Symbol C : AREV
Shares Issued 11,913,200
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Arev Nutrition to acquire BC Bud Depot assets

2018-07-12 10:06 ET - News Release

Mr. Mike Withrow reports

AREV NUTRITION SCIENCES INC. ANNOUNCES ASSET PURCHASE AGREEMENT TO ACQUIRE BC BUD DEPOT ASSETS

Arev Nutrition Sciences Inc. has entered into an asset purchase and sale agreement dated July 3, 2018, with Matthew Harvey, carrying on business under the branding BC Bud Depot (BCBD), subject to pending Canadian Securities Exchange approval, to acquire 100 per cent of the assets under the BCBD brand in consideration for issuance of 9.5 million common shares of the company at a deemed price of 50 cents per share and $500,000, of which $50,000 is payable in cash and $450,000 is payable by way of a convertible debenture issued by the company, accruing interest at 8 per cent per annum, for an aggregate value of $5.25-million. The outstanding principal amount and outstanding accruing interest of the convertible debenture shall be convertible into common shares of the company at the price of 50 cents per common share.

The BCBD assets comprise breeding methodologies for new cannabis strains available for license to licensed producers for replication and further processing activities and capabilities and technologies for the development of further breeding methodologies. The BCBD assets have a large collection of breeding methodologies developed over many years in the creation of a variety of marijuana strains. BCBD specializes in launching new strains, generating initial interest and demand, and market testing based on public perception over time.

BCBD holds one of the world's largest seed banks and has won over 40 awards over the past 14 years since becoming the first Canadian company in history to win as top strain at international competition, in 2004 with BC God Bud.

BCBD has held the inside cover of High Times Magazine for the past 10 years and remains among the most recognized names in cannabis genetics and breeding.

"We at BC Bud Depot are extremely pleased to bring into Arev our decades of breeding expertise and an extensive catalogue of world-class cannabis genetic IP," stated Mr. Harvey. "This partnership allows us to accelerate breeding programs designed to improve existing strains and to release new cannabis strains likely to perform well in regulated markets both within Canada and, through licensed exports of genetic material, in legal jurisdictions worldwide."

Mr. Harvey continued, "We were impressed by Arev's approach to building a comprehensive cannabis platform anchored in world-class genetics. The class and character of the Arev team and its assets and vision combined with BCBD and the opportunity to grow and flourish with Arev through the strategic deployment of branded products and genetics research and development provided a perfect fit for our vision of bringing value to the regulated industry. Arev are uniquely positioned to make substantial contributions to the quality of cannabis legally available to Canadians."

Mike Withrow, director of Arev, states: "This acquisition brings Arev into immediate revenue in legal jurisdictions. It also completes a very important part of the company's strategy to differentiate from cultivators while bringing them a secure source of revenue. This ensures that Arev will have consistent raw materials for ingredients that are extracted from the specific genetics grown for targeted areas of health and recreational experiences. These extracts will be used in the company's formula's for finished products and marketed in legal jurisdictions through out the world." He went on to say: "We see this as a logical and viable approach to delivering safe efficacious products that work the same way every time. We now have one of the most in-depth breeding expertise and seed banks in the world. We have scalable, ASME-certified, multiplatform extraction systems and an innovative line of formulated products. We believe this is much more attractive than being pegged to a cultivation-only company."

Mr. Withrow further states, "We consider these acquisitions to be far less dilutive to the shareholders with a much broader asset base and stronger business model than what we would have achieved with the issuance of 200 million fully diluted shares to an LP for an RTO." Mr. Withrow went on to say, "We have been busy assembling the best possible package for the shareholders while painting control of our company and minimizing the number of shares issued to put all of these key assets in one company while maintaining control and be on an accelerated path to obtaining a cultivation licence and a dealer's licence."

The company has acquired Deutsche Medizinal Cannabis UG (DMC), which becomes the company's wholly owned German subsidiary. This purchase was strategic in that the procedure from the health ministry on granting production and distribution licences for medical cannabis in Germany was halted by a court decision. As such, no licences have been granted to any company in Germany, so far and the ministry will have to repeat the entire procedure for granting the licences. At that time, DMC is one out of only 26 companies (of 118 that participated) which had been considered eligible by the ministry, at all. The acquisition is in consideration of an aggregate of 18,000 euros paid to four vendors. Nils Rehmann, a director of the company, is one of the vendors and is considered to be a related party within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and such transaction is considered to be a related party transaction but is exempt from the valuation and minority shareholder approval requirements thereunder by virtue of the exemptions contained in sections 5.5(a) and 5.7(a) in that the fair market value of the consideration is less than 25 per cent of the company's market capitalization.

The company plans to utilize all of its extensive resources which include genetics, breeding, cultivation, extraction and a line of finished products including Bare Topicals and Cannamultion to build an integrated model that partners with LPs to grow its proprietary genetics via off-take agreements for extraction and conversion into proprietary ingredients to be used in its product formulations.

About Arev Nutrition Sciences Inc.

Arev Nutrition Sciences Inc. produces and delivers functional ingredients from its world-class extraction systems. Arev is revolutionizing the current delivery method of coconut oil, whey protein and nutrients through emulsification. These premium ingredients and products are targeted for the natural health, medical, functional food, nutraceutical, sport nutrition and bioceutical markets. Arev is also working with pharmacy and dispensary operators with an innovative emulsified base formula to disperse cannabis oil extracts from specific selected genetic cannabis strains that address five areas of health including anxiety, pain management, insomnia, central nervous system disorders and libido.

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