19:42:49 EDT Wed 12 Aug 2020
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Cdn Imperial Venture target acquires Mexican pot firm

2020-07-02 11:10 ET - News Release

Ms. Jacqueline Tucker reports


Canadian Imperial Venture Corp. acquisition target Ikanik Farms Inc. has purchased all of the issued and outstanding shares of Delta 9 Corp. Mexico SA de CV (D9C), based in Coyoacan, Mexico. D9C's legal representative is permitted to import and register cannabis seeds for cultivation through the legalized Amparo process. Ikanik intends to contract-produce for national and international pharmaceutical cannabis and hemp-derived cannabidiol clients.

"I am very excited to welcome D9C and its team of scientific, legal and regulatory specialists who have been exemplary leaders, shepherding the cannabis legalization process and providing Ikanik the opportunity to be a one of one in Mexico," said Brian Baca, chief executive officer of Ikanik Farms.

D9C is the exclusive Amparo representative to import, cultivate and produce products derived from cannabis and hemp for national and international markets.

Borja Sanz de Madrid, president of Ikanik International Inc., commented: "We are proud to participate in this historic moment for Mexico. It will be our honour bringing pharmaceutical cannabis Hecho en Mexico para el mundo."

Upon D9C's legal representative completing the seed importation and registration process, cultivation and facility construction will commence, providing employment opportunities and social support in the communities it serves.

This acquisition marks a significant milestone for Ikanik as it continues to grow its multinational operating presence and prepares to complete a public listing on the Canadian Securities Exchange.

Transaction highlights:

  • First-mover advantage -- D9C will provide Ikanik unparalleled speed and access to the Mexican and international marketplaces. It will be the first to import certified and licensed seeds for genetic registration from Ikanik's Colombian GACP-certified (good agricultural and collection practices) and GMP-pharma-certified (good manufacturing practices) Casa Flores location, paving the way for cultivation activities and building a state-of-the-art complex for cannabis production.
  • Diversified product portfolio for domestic sales -- Ikanik Farms will sell products under its family of brands, providing a broader target audience for pharmaceutical retail partners across Mexico.
  • Stable supply for international supply agreements -- D9C provides Ikanik the ability to effectively scale and fill its growing international supply agreements for pharmaceutical-grade cannabis and hemp-derived cannabidiol, pending the receipt of permits.

Acquisition summary

Under the agreement between Ikanik and D9C, the shareholders of D9C agreed to transfer to Ikanik all outstanding shares of D9C in exchange for consideration of up to 10 million common shares of Ikanik. The Ikanik shares are to be transferred in the amounts and subject to the completion of the conditions set out herein:

  • Within 10 business days following the receipt of certain regulatory, assignment, corporate and tax documentation, each as deemed satisfactory by Ikanik, five million Ikanik shares shall be delivered ratably to the former shareholders of D9C.
  • Within 10 business days following the receipt of certain corporate documents, import registrations and certifications, and seeds, each as deemed satisfactory by Ikanik, three million Ikanik shares shall be delivered ratably to the former shareholders of D9C.
  • Within 10 business days following the delivery to Ikanik of a copy of validly issued seed and genetic registration certificates and a cultivation permit, each as deemed satisfactory by Ikanik, two million Ikanik shares shall be delivered ratably to the former shareholders of D9C.

If the satisfaction of each of the conditions above does not occur within 18 months from the effective date of the agreement, each of the former shareholders of D9C will transfer the Ikanik shares back to Ikanik.

Completion of the transaction is subject to a number of conditions, including, but not limited to: the requisite shareholder approvals; the acceptance by the TSX Venture Exchange of the voluntary delisting of the common shares of the company; and the acceptance by the CSE of the listing of the resulting issuer's subordinate voting shares. 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 listing 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 the company should be considered highly speculative.

We seek Safe Harbor.

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