Vancouver, BC, / November 2, 2015 - INVICTUS MD STRATEGIES CORP. ("Invictus MD" or the "Company") (IMH:CNX) (IVITF) is pleased to announce that, pursuant to the initial agreement announced on January 27, 2015, between the Company and the original founders and inventors of Edison Vape Co. Ltd. (“Edison”), being Ryan Selby and Ryan Karkhairan (the “Inventors”), the Company has exercised its option to acquire the remaining 60% of the shares in Edison. Accordingly, the Company has entered into a share purchase agreement (the “Agreement”) effective October 31st, 2015, to acquire the remaining 60% of the shares in Edison from the Inventors. The Company now owns 100% of the shares of Edison.
Dan Kriznic, President and CEO of Invictus MD commented, “This is a significant milestone for us, and we couldn’t be more pleased with executing on this transaction. We have supported Edison since the beginning, which has allowed the inventors to get the product to a near-term commercial production stage. The components of the Edison Vape technology, including the heating element, are completely revolutionary in this space. One of the most interesting aspects of this product is the integrated memory component, which will enable a host of unprecedented applications for both business and consumer. We are also working with partners in California for packaging and distribution and plan on launching the Edison Vape product in the first calendar quarter of 2016. Our partners have decades of experience with distribution and have been instrumental to the cannabis movement in California. This is a very exciting time for us as we continue executing on our launch plan.”
Under the terms of the Agreement, the Company has issued to the Inventors the following:
(a)1.8 million common shares of the Company at a deemed price of $0.10 per share, which may not be traded until March 1, 2016;
(b)1 million common shares of the Company at a deemed price of $0.50, subject to escrow provisions (the “First Escrow Issuance”) whereby such common shares may not be released until Edison has earned an aggregate of $2.5 million in gross revenues (the “First Sales Milestone”); and
(c)666,667 common shares of the Company at a deemed price of $0.75, subject to escrow provisions (the “Second escrow Issuance”) whereby such common shares may not be released until Edison has earned an aggregate of $12.5 million in gross revenues (the “Second Sales Milestone”).
The First Escrow Issuance and the Second Escrow Issuance are subject to a top-up mechanism, such that if the volume-weighted average trading price of the Company’s common shares on the CSE for the 7 most recent trading days immediately preceding the First Sales Milestone is below $0.50, or below $0.75 as of the Second Sales Milestone, then the Company has the option to issue either additional common shares, cash payment, or a combination thereof, to the Inventors such that the aggregate value of the consideration issued at each milestone is equal to $500,000, and provided that the issuance of any additional common shares is not less than a deemed issue price of $0.10.
As part of the Agreement, Edison and the Inventors have entered into a royalty agreement, whereby the Inventors will receive a royalty in perpetuity equal to 3% of gross sales once Edison achieves cumulative gross revenue in the amount of $500,000.
Upon closing, Ryan Selby and Ryan Karkhairan, have been appointed as CEO and Chief R&D Officer of Edison, respectively.
Ryan Selby, CEO of Edison commented, “This is an exciting day for the entire Edison team. Invictus MD has been an invaluable partner and this agreement signifies their continued commitment to Edison’s success. As the newly appointed CEO, I am looking forward to working closely with the Invictus MD team over the coming months as we move towards a spring 2016 product launch. Having just returned from a successful visit to the production facility in China, I am pleased to report that final development is progressing rapidly and we are nearing full-scale production.”
About Edison Vape Co. Ltd.
Edison Vape Co. is engaged in the design, development, patenting, manufacture, and distribution of a new and improved system for vaporization using low cost single-use PODs. The founders of Edison Vape Co. have a combined 13 years of experience designing, developing, patenting, manufacturing, and distributing innovative products and accessories.
About Invictus MD Strategies Corp.
Invictus MD targets companies with proven brands, strong customer focus, and significant growth potential. We not only provide capital to meet these objectives but also years of management experience from a team that has been successful in all facets of business from start-ups to running large international organizations. The fundamental core of our operations is centered on the vast opportunities within fragmented industries.
Invictus MD works in partnership with management teams to increase shareholder value through business planning and process integration, developing and executing growth strategies, leveraging our experience and relationships, and structuring and deploying the proper capital to support long-term growth. Our prudent approach to both investing in and developing successful companies ensures successful execution of the business plan in both times of economic expansion and contraction.
For more information please visit www.invictus-md.com.
On Behalf of the Board,
Chairman & CEO
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may contain forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing of Edison Vape Co.'s initial launch of its vaporizer products, are forward-looking statements and contain forward-looking information. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, including that Edison Vape Co.'s vaporizer products will be launched as intended and planned, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including the risks that Edison Vape Co. may not launch its vaporizer products by the first calendar quarter of 2016. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbour.
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