18:24:18 EST Wed 30 Nov 2022
Enter Symbol
or Name

Login ID:
Eurolife Brands Inc (2)
Symbol EURO
Shares Issued 46,800,914
Close 2020-11-27 C$ 0.40
Recent Sedar Documents

Eurolife gives the poop on Holy Crap acquisition

2020-11-27 09:11 ET - News Release

Mr. Shawn Moniz reports


Eurolife Brands Inc. and Holy Crap Brands Inc. have entered into a definitive agreement to complete a three-cornered amalgamation.

On Nov. 25, 2020, Eurolife and a wholly owned subsidiary of the company (Subco) entered into an amalgamation agreement with Holy Crap, pursuant to which the company has agreed to acquire Holy Crap through a three-cornered amalgamation, whereby Subco will amalgamate with Holy Crap to form one corporation (Amalco) under Section 269 of the Business Corporations Act (British Columbia). Pursuant to the amalgamation agreement, the company will (i) issue 28 million common shares of the company to the current shareholders of Holy Crap in exchange for every common share of Holy Crap they hold; (ii) issue four million share purchase warrants entitling the holder thereof to purchase one common share of the company at a price of 40 cents to the current warrantholders of Holy Crap and otherwise on substantially the same terms and the existing Holy Crap warrants; and (iii) Amalco shall become a wholly owned subsidiary of the company.

Holy Crap Brands is a Canadian company featured on CBC's Dragons Den, focused on creating innovative brands and products inspired to improve lives through simple, quality ingredients. Holy Crap cereals are currently offered in four distinct stock keeping units (SKU) and are gluten free, certified organic and kosher, plant based and non-genetically modified organism verified. The Holy Crap products are manufactured in Gibsons, B.C., and are available for sale in many well-known Canadian retailers such as Whole Foods, Save-On-Foods and London Drugs, as well as on-line through its website and through Amazon. Holy Crap generated approximately $340,000 in revenue in the six months ended June 30, 2020.

"Aside from its unforgettable name, Holy Crap is a quality product that tastes great. The acquisition of Holy Crap Brands Inc. will be the second plant-based business we have acquired and is part of our continued growth strategy within the health and wellness sector in Canada," said Shawn Moniz, chief executive officer of Eurolife. "We look forward to taking this unique brand in the health and wellness sector to greater heights. We have an aggressive plan for revenue growth and will continue to look for opportune acquisition targets in North America."

Derek Ivany, chief executive officer of Holy Crap, commented: "The merger with Eurolife is a natural evolution in the life cycle development of Holy Crap. Increasing our company's exposure to both investors and consumers will greatly enhance our brand and expansion opportunities. Uniting the teams at Holy Crap and Eurolife has numerous synergies which will provide a very bright future in the plant-based food space which is growing exponentially."

Closing of the transaction is subject to a number of conditions, including (a) each of Subco and Holy Crap shall have received the requisite approval of their respective shareholders for the approval of the amalgamation agreement and the completion of the amalgamation as required by the Business Corporations Act (British Columbia), (b) each of the current warrantholders of Holy Crap shall have consented to the warrant exchange, (c) the time period for the exercise of any dissent rights shall have expired and Holy Crap shareholders shall not have exercised such dissent rights with respect to greater than 5 per cent of the number of outstanding Holy Crap common shares, and (f) the delivery of certain documents by each party. Readers are cautioned that completion of the transaction remains subject to the closing conditions noted above, among others, and cannot be completed until such conditions are satisfied.

The company is at arm's length from Holy Crap and its shareholders. The transaction will not constitute a fundamental change for the company, nor is it expected to result in a change of control of the company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange.

About Eurolife Brands Inc.

Eurolife Brands is a vertically integrated enterprise focused on the health and wellness sector.

We seek Safe Harbor.

© 2022 Canjex Publishing Ltd. All rights reserved.