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AGORACOM Welcomes Hollister Biosciences With A $20 MILLION LOI Signed To Acquire Venom Extracts With $CDN 16.4 million In Revenue and $CN 2.48 million in EBIDTA

Posted by AGORACOM-JC at 6:39 PM on Tuesday, February 25th, 2020

HOLL:CSE / HOB:FRA

 www.hollistercannabisco.com

BREAKING: Signed $20,000,000 Letter of Intent To Acquire Venom Extracts (“Venom”)

HIGHLY ACCRETIVE $20,000,000 ACQUISITION

Venom Highlights

  • 2019 Est Revenue ~C$16.4M; EBITDA ~C$2.48M
  • 30% Of Acquisition Price Paid If Venom Revenues Hit $30,000,000 and $40,000,000 By DEC 31, 2021
  • Average revenue per gram YTD 2019 $CDN 14 and will continue to increase as vape cartridge mix grows ($CDN 30 per gram)
  • One Of Arizona’s Largest Producers Of Award-Winning Medical Cannabis Distillate
  • Acquisition Expected To Close By March 31, 2020 Subject To Due Dilligence

An established brand in Arizona for high quality products in the wholesale and distillate marketplace. Venom is leveraging its brand and success to aggressively expand into other US states.

ACQUISITION TERMS

  • Hollister will acquire Venom Extracts for CDN$20,000,000 via Hollister stock
  • The stock price will be determined based on the greater of:
    • The 14-day VWAP (Volume Weighted Average Price) capped at $0.25 subsequent to announcing the transaction and $0.20
    • Once share price is established, 70% of the Payment Shares will be issued upon closing of the transaction
    • Remaining 30% of the Payment Shares will be issued when and if the following milestones have been met on or prior to December 31st, 2021

Hollister Highlights Of Current Operations:

  • Hollister’s products are now present in 220 of 600 California dispensaries.
  • Own’s California’s #1 hash infused pre-roll “HashBone”
  • Vision is to capitalize on this success to become the sought after premium brand portfolio of Cannabis across multiple states and Hemp nationwide
  • Major LOI, Joint Ventures and Licensing Agreements Support Proof Of This Vision
  • “Easy Riders” – Milliions Of Global Followers
  • “Tactical Relief” – Veteran Founded, Hemp Based CBD Brand With Nation Wide Members  
  • “Tommy Chong” – Exclusive Manufacture & Distribution Of Tommy Chong’s Cannabis (TM) Full Spectrum Elixir 1:1

“I only partner with the best-in-class companies and I am really pleased to have the Hollister Cannabis Co. bring their amazing Tommy Chong’s Cannabis™ Full Spectrum Elixir to the market for me”. 

– Tommy Chong

KEY JOINT VENTURES AND PARTNERSHIPS DETAILS 

LOI for a proposed offtake agreement with Mountain Financial Solutions LLC 

  • Hollister will purchase 1,000 pounds of hemp from Mountain Financial (unique high CBD hemp strains ) for use in various smokable hemp products – specifically, Rebel Hemp Company’s premium hemp pre-rolls.

Licensing agreement with Tommy Chong to manufacture and distribute Tommy Chong’s Cannabis™

  • Full Spectrum Elixir 1:1.
  • The tincture, features a 1:1 ratio of THC to CBD, recognized for its medicinal properties
  • Distributed exclusively by Indus and is anticipated to be in-dispensaries throughout California by March 01, 2020.
  • Anticipating producing up to 25,000 units of  during the 1st 12 months with an estimated retail price of $70 per unit 

LOI with ER71 USA Inc. (“Easyriders”)  an iconic brand with millions of followers globally,  have entered into LOI to complete a joint venture agreement

  • Upon completion of the Joint Venture, Hollister and Easyriders will collaborate on the development and marketing of co-branded hemp based everyday premium product lines.
  • Pre-rolled products using hemp

JV will further explore the development and marketing of additional product SKU’s for hemp-based

  • Edibles
  • Vapes
  • Topicals
  • beverages.

Revenue generated on the co-branded product lines will be shared 50:50 between Easyriders and Hollister. 

Hollister Biosciences Inc. and Veteran Based Tactical Relief Enter into Letter of Intent for Proposed Joint Venture Agreement

  • Upon completion of the Agreement, Hollister and Tactical Relief will collaborate on the development and marketing of cannabis tinctures throughout the California market
  • Branded under Tactical Relief, the first cannabis tincture to be manufactured will feature a 20:1 ratio of THC to CBD, recognized for its medicinal properties in treating PTSD
  • Will be distributed exclusively by Hollister’s distribution partner, Indus Holdings Inc.
Hollister Biosciences Inc. and Tactical Relief Enter into Letter of Intent for Proposed Joint Venture Agreement (CNW Group/Hollister Biosciences Inc.)

Hollister Currently Manufactures The Following Products:

  • hash
  • hash infused products
  • tinctures
  • crumble infused products
  • Pre-rolls           
  • Vape Products   
  • Pet CBD 
  • Cannabis Concentrate   
  • Brewed Hemp Beverages
  • Premium Hemp Pre-Rolls
  • other cannabis products

HashBones

  • Hashbones are a pre-roll made from 75% cannabis flower blended in small batches with 25% bubble hash
  • Results in a more potent pre-roll, also maintains the integrity of the cannabis
  • Terpenes are preserved in the bubble hash production process
  • Bubble hash is made without solvents or chemicals and is one of the cleanest concentrates available on the market
  • Hollister’s trusted and highly rated brand of pre-rolls, sold via third-party retailers

Mighty Meds

  • Acquired Mighty Meds as its vape brand
  • Company’s vape products are manufactured from pure THC distillate and plant-based terpenes and do not use any additives that have been linked to health issues.
  • San Diego based
  • Produces discreet, disposable, health conscious vape cartridges and other products

Purity Petibles

  • Purity Petibles 20:1 CBD pet tincture is manufactured using full spectrum CBD, organic MCT Oil derived from coconuts and chicken flavor
  • The MCT Oil and chicken flavor used in Purity Petibles is food grade

Rebel Tea

  • Brewed with high-quality, American-grown hemp and containing fifteen milligrams of whole-plant full-spectrum phytocannabinoids, Rebel Tea offers consumers a refreshing THC-free beverage. Rebel Tea’s innovative formula features exclusively organic ingredients paired with light flavoring from natural lemon and cane sugar.

NanoPure

NanoPure, nano-emulsified cannabis concentrate which will be sold both:

  • Wholesale as an ingredient for other companies and
  • power products for Hollister Cannabis Co. 

DISTRIBUTION

  • Hollister has an exclusive distribution agreement in place with Indus Holdings (CSE: INDS).
  • Indus is the licensed California distributor that operates the WAYV platform.
  • Indus currently manages all of Hollister’s product fulfilment obligations, allowing Hollister to focus its efforts on production and marketing.
  • Indus provides Hollister with full brand representation by utilizing its 15 sales reps to represent Hollister’s product to the California marketplace. 
  • Through Indus, Hollister’s products are now present in 220 dispensaries throughout California.

US CANNABIS MARKET STATS

CALIFORNIA CANNABIS MARKET STATS

HEMP

The Company intends to move into the hemp market.  While cannabis is still restricted by state regulations, CBD is not. We plan on leveraging the brand by distributing hemp and CBD versions of our products nationwide. We will strive to have the Rebel Hemp Co brand touch every corner of the country.

CORPORATE STRUCTURE

Hollister develops quality branded cannabinoid-based and hemp-based consumer goods and products for large-scale distribution through two companies: Hollister Cannabis Co. and Rebel Hemp Company.

Hollister Biosciences $HOLL.ca Signs Letter of Intent to Acquire Venom Extracts With $16.4 Million In Revenue And $2.48 Million EBITDA $WEED.ca $CGC $ACB $APH $CRON.ca $OGI.ca $FAF.ca

Posted by AGORACOM-JC at 6:02 AM on Tuesday, February 25th, 2020
  • Company signed a Letter of Intent to acquire Venom Extracts
  • One of Arizona’s premier extract brands and one of the state’s largest producers of award-winning medical cannabis distillate and related products.
  • Venom Extracts reports having generated CDN$ 16.4 million in revenue and CDN$ 2.48 million in EBIDTA from its product line of Cannabis Concentrates, P.H.O Concentrates and Cartridges.

Hollister Biosciences Inc., the creator of California’s #1 hash-infused pre-roll HashBone, enters into Letter of Intent to acquire Venom Extracts, one of Arizona’s largest producers of award-winning medical cannabis distillate and related products

VANCOUVER, Feb. 25, 2020 – Hollister Biosciences Inc. (CSE: HOLL, FRANKFURT: HOB, OTC: HSTRF) (the “Company” or “Hollister“) – a vertically integrated cannabis branding company with products in 220 dispensaries throughout California, is pleased to announce that the Company signed a Letter of Intent (“LOI“) on February 20th, 2020 to acquire Venom Extracts ( “Venom“), one of Arizona’s premier extract brands and one of the state’s largest producers of award-winning medical cannabis distillate and related products.

HIGHLY ACCRETIVE $20,000,000 ACQUISITION

For the year ended December 31, 2019, Venom Extracts reports having generated CDN$ 16.4 million in revenue and CDN$ 2.48 million in EBIDTA from its product line of Cannabis Concentrates, P.H.O Concentrates and Cartridges. Hollister cautions that revenue and EBITDA figures have not yet been audited and are based on reports prepared by Venom management. Though Hollister believes the figures to be highly reliable, their audit will be part of the due diligence before closing.   

The all stock purchase price is anticipated to be CDN$ 20,000,000, with 70% to be paid upfront and 30% to be paid upon milestone achievements. The acquisition is expected to close by March 31, 2020 subject to normal course due diligence. 

 “Venom has established itself as a leading extraction operation with a prominent brand in the Arizona marketplace”, said Carl Saling, Founder and CEO of Hollister Biosciences Inc.  “We feel this acquisition will present a great deal of opportunity for synergy between Hollister and Venom, providing avenues for both companies into the Arizona, California and additional marketplaces for cannabis products.  Venom Extracts has a highly skilled and experienced management team with a track record for operational excellence.  This transaction is highly accretive and represents a fundamental part of the future growth of both companies.”

LOI TERMS

The terms of the LOI, which will be formalized by a definitive agreement on closing, are as follows:

  • The Company will acquire Venom Extracts for CDN$20,000,000 with such payment to be issued in Hollister common stock (the “Payment Shares“)
  • The stock price will be determined based on the greater of:
    • The 14-day VWAP (Volume Weighted Average Price) capped at $0.25 subsequent to announcing the transaction and $0.20
  • Once the share price is established, 70% of the Payment Shares will be issued upon closing of the transaction, subject to hold periods.
  • The remaining 30% of the Payment Shares will be issued when and if the following milestones have been met on or prior to December 31st, 2021:
    • 20% (of the total number of Payment Shares) will be issued when revenue of Venom Extracts reaches CDN$ 30,000,000 (calculated in accordance with IFRS from January 1, 2020).
    • 10% (of the total number of Payment Shares) will be issued when revenue of Venom Extracts reaches CDN$ 40,000,000(calculated in accordance with IFRS from January 1, 2020).

“We are very pleased to be entering into this transaction with Hollister”, shared Mason Cave, CEO of Venom Extracts.  “The opportunities for resource and capability sharing between the two companies are plentiful.  This also represents a more expeditious avenue for us into the large and rapidly growing California marketplace.  Hollister has an excellent management team in place and has established itself as a sought-after brand house of popular cannabis and hemp products in California.  We feel that our contribution on the extraction side will help diversify Hollister’s product offering and continue to build out the brand equity of both companies across multiple state and eventually global marketplaces”

In association with the arm’s length transaction, Hollister will not be assuming any long-term debt, a new control position will be created and there is no change in Management, or the Board of Directors of Hollister being contemplated at this time.

Finder’s fees will be payable in accordance with the policies of the Canadian Securities Exchange.

About Hollister Biosciences Inc.

Hollister Biosciences Inc. is a vertically integrated cannabis company with multiple, high-quality products now carried in 220 of Indus Holdings (CSE: INDS), Hollister’s exclusive distribution partner’s 600 dispensaries. This level of penetration is expected to grow as the Company accelerates its seed to shelf, high margin business and product development model.

Capitalizing on this success, Hollister’s vision is to become the sought-after premium brand portfolio of innovative, high quality cannabis across multiple states and hemp products nationwide.

Our wholly owned California subsidiary, Hollister Cannabis Co, is the 1st state and locally licensed Cannabis Company in the City of Hollister, California, the birthplace of the “American Biker” from which we embrace the outlaw roots of Hollister to drive our Company fearlessly down the road of success.

Products from Hollister Cannabis Co. include HashBone, the brand’s premier artisanal hash-infused pre-roll ranked as California’s #1 hash infused pre-roll, along with solvent-free bubble hash, pre-packaged flower, pre-rolls, tinctures, vape products, and full-spectrum high CBD pet tinctures.

Website:  www.hollistercannabisco.com 

About Venom Extracts

Venom Extracts is one of Arizona’s premier extract brands and one of the state’s largest producers of award-winning medical cannabis distillate and related products.  With an experienced management team and unparalleled reputation for quality, Venom Extracts prides itself as a differentiated extraction company by producing legal Marijuana products at a price point that allows retailers to generate higher profits.  Focused on proprietary efficiencies, the Company is able to produce more product per square foot than its competition, maintaining lower costs and risks than a typical extraction company. The company’s expansion strategy is centered on entering new markets/states that are approved for medical cannabis use and/or approved or have a reasonable expectation to be approved for recreational use in the near future. 

Website:  www.venomextracts.com

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile onwww.sedar.com

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SOURCE Hollister Biosciences Inc.