LOBE SCIENCES ANNOUNCES CAD$23,000,000 SALE OF COWLITZ CANNABIS OPTION TO IONIC BRANDS CORP.
The assets being sold to Ionic may include, but are not limited to, the assignment of all property leases relating exclusively to Cowlitz’s business, the assignment of Lobe’s option agreement to acquire all of the outstanding shares of Cowlitz, and the assignment of other contracts and rights related exclusively to Cowlitz including service contracts and equipment leases (the “Assets”).
The Transaction is subject to several closing conditions, including but not limited to: (i) satisfactory due diligence by both Ionic and Lobe; (ii) completion of a definitive agreement with binding terms and conditions for the Transaction, including finalization of the specific Assets that will be sold and certain Cowlitz assets that may be retained by Lobe; (iii) all respective directors and officers of Lobe and Ionic entering into support agreements for the Transaction; (iv) approval by the boards of directors of both Lobe and Ionic; (v) the completion of a share consolidation by Ionic on a minimum of one new Ionic common share for every four and a half (4.5) old Ionic common shares (the “Ionic Consolidation”); (vi) the conversion of all Ionic debentures (with principal amount of approximately CAD$14.7 million) into a secured equity or a similar instrument (“Debt Conversion”); (vii) completion of a concurrent financing by Ionic for gross proceeds of at least US$2 million (the “Ionic Concurrent Financing”); (viii) Ionic having all cease trade orders issued against it lifted(2); (ix) Ionic applying to the CSE for re-qualification and qualifying for listing and resumption of trading(2); and (x) the receipt of all required shareholder and regulatory approvals, including the approval of the CSE. Following the closing of the Transaction, Ionic’s board of directors is expected to be comprised of five (5) members and Lobe will have the right to appoint two (2) directors to the Ionic board.
The sale price for the Assets shall be a minimum of CAD$23 million, payable through the issuance of Ionic post-consolidation common shares (being approximately 49% of Ionic’s estimated $47 million capitalization post-restructuring (after giving effect to the Ionic Consolidation and Debt Conversion)), prior to giving effect to the Ionic Concurrent Financing. Following the closing of the Transaction, it is expected that the Lobe will own approximately 49% of Ionic’s common shares, on a post-consolidation and pre-Ionic Concurrent Financing basis. Ionic is expected to have a minimum total capitalization valuation of CAD$47 million, preIonic Concurrent Financing.
As previously announced, Lobe has been pursuing strategic alternatives for Cowlitz, aimed at maximizing its value to the Company. Cowlitz reported over US$14.6 million in gross sales revenues for the nine month period ended September 30, 2020, according to data provided on reports to the Washington State Department of Revenues(1). Lobe generates revenues through licensing and leasing agreements in place with Cowlitz.
Ionic is listed on the Canadian Securities Exchange(2) (the “CSE”) (CSE:IONC) and is a growing US-based cannabis company that focuses on premium cannabis products with current operations in Washington and Oregon. Ionic has completed a number of strategic synergistic acquisitions since 2019 aimed at growing revenues as a multi-state operator, and increasing their overall product lines and intellectual property portfolio. Ionic’s strategy has been focused on building a regionalized multi-state operation of cannabis brands in the Pacific Northwest markets with an eye to expansion into other recreational markets and aggressive national expansion.
John Gorst, CEO of Ionic said “We are excited about this opportunity to expand our presence in Washington State. Cowlitz has tremendous brand presence and following in Washington State, which we feel is a natural fit, complementing our existing operations. The combination will make us one of the largest premier cannabis companies in the Pacific Northwest markets. The acquisition of the Cowlitz Assets will represent a complimentary synergistic acquisition that achieves our goal of operational expansion and growth of our product portfolio.”
“The proposed transaction with Ionic is accretive to both parties, successfully meets our M&A initiatives and keeps Lobe active in the cannabis and overall transformational psychedelic medicine space” states Tom Baird, CEO of Lobe. “The Transaction provides Lobe with significant ownership and board presence in Ionic. With its already significant operations in Washington State and Oregon, we feel Ionic’s proposed product expansion initiatives together with the addition of the Cowlitz Assets can lead to aggressive growth.”