Invictus MD Strategies Corp.
Poda is a zero-cleaning vaporizer system, harnessing innovative technology that can be paired with almost any vaporizable substance including cannabis, tobacco, e-liquids, concentrates, coffee and more. Other pod-based vaporizers on the market today still require cleaning and produce significant waste. Poda vaporizers use patent-pending zero clean technology and offer biodegradable pods. Most importantly, Poda vaporizers will provide consumers with consistent performance.
As part of the Arrangement, each common share of the Company held by an Invictus Shareholder will be exchanged for one new common share of the Company and one Poda common share. Immediately after the Arrangement, the Invictus Shareholders shall be the shareholders of Poda. Each Invictus stock option will be exchanged for one new stock option of the Company and one Poda stock option. Each Invictus warrant will be exchanged for one new warrant of the Company and one Poda warrant. The Arrangement will be affected under the terms and conditions of an arrangement agreement to be entered into between Invictus and Poda (the “Arrangement Agreement“).
The Company has obtained an independent comprehensive valuation report and fairness opinion (the “Report”) on the Arrangement. The Report concludes that the terms of the Arrangement are fair, from a financial point of view, to the Invictus Shareholders. The fair market value of Poda, as at June 30, 2018, was determined to be approximately $1,915,000.
Following completion of the Arrangement, Poda will use its commercially reasonable efforts to apply for and obtain a listing of the Poda common shares on the Canadian Securities Exchange (the “CSE“) or other Canadian stock exchange or quotation system. Management of the Company and Poda will remain the same following completion of the Arrangement.
Subject to execution of the Arrangement Agreement, and receipt of requisite corporate, regulatory and court approval, the record date for the exchange and distribution of the common shares of Poda (the “Record Date“) is anticipated to be on or about September 2018.
All Invictus shareholders, of record as of the Record Date, will be issued a notice from Invictus’ transfer agent, Computershare, with instructions on how to obtain the shares they are entitled to under the Arrangement.
Completion of the Arrangement is contingent on completion of closing conditions associated with the Arrangement, such as requisite corporate, regulatory and court approvals.
Invictus is a global cannabis company offering a selection of products under a wide range of lifestyle brands. Our integrated sales approach is defined by five pillars of distribution including medical, wholesale, international, Licensed Producer to Licensed Producer and retail.
Invictus has partnered with business leaders to convey our corporate vision, including KISS music legend and business mogul Gene Simmons as our Chief Evangelist Officer, and global branding agency Authentic Brands Group. Invictus is expanding its cultivation footprint, with two cannabis production facilities fully licensed under ACMPR in Canada and a third awaiting approval, featuring 100,000 square feet of available grow space today with 200,000 expected by the end of 2018 and 1 million by end of 2019. The Company will earmark 50 per cent of production to the medical and recreational markets, respectively. To ensure consistency in quality and supply, Invictus maintains all aspects of the growing process through its subsidiary, Future Harvest Development Ltd., a high-quality Fertilizer and Nutrients manufacturer. Invictus drives sustainable long-term shareholder value through a diversified product portfolio with over 69 Health Canada approved strains and a multifaceted distribution strategy including medial, recreational, international and retail. For more information visit www.invictus-md.com.
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