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TORONTO, ON / ACCESSWIRE / May 21, 2019 / MPX International Corporation ('MPX International', 'MPXI' or the 'Company') (CSE:MPXI; OTC:MPXOF) is pleased to announce that it has completed the previously announced acquisition of all of the outstanding shares of HolyWorld SA ('HolyWeed') from Romain Gruner, Bernard Rappaz and Laurent Rappaport (the 'Shareholders') for a total purchase price of CHF10,000,000 (CDN$13,384,000 calculated using a deemed exchange rate of CDN$1.34 for each CHF 1.00) (the 'Purchase Price').
Pursuant to the terms of the definitive agreement, MPXI satisfied the Purchase Price through the issuance of 25,252,830 common shares of MPXI (the 'MPXI Shares') to the Shareholders at price of CDN$0.53 per MPXI Share. 80% of the MPXI shares issued to the shareholders of HolyWeed will be placed in a voluntary escrow to be released to the shareholders upon the occurrence of the following:
- 20% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon the official launch and sale of cannabidiol oil on the HolyWeed eCommerce Platform;
- 20% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon confirmation of an annualized revenue run-rate of CHF 5,000,000.-; and
- 40% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon confirmation of achieved EBITDA of CHF1,600,000.- for the twelve month trailing period.
If the release conditions have not been satisfied by June 30, 2021, any MPXI Shares remaining in Escrow shall be automatically released by the Escrow Agent to MPXI for cancellation.
HolyWeed, which is the only Swiss CBD brand awarded the official 'Swiss Certified Organic' label, has a diverse product range which includes 100% Swiss grown cannabis light/high CBD pre-rolls, dry flowers, sublingual oils and cosmetics, all compliant with Swiss regulations of <1% THC. HolyWeed will be harvesting over 25,000 kilograms of high-CBD dry cannabis flowers later this year. HolyWeed's wholesale distribution network spans more than 4,000 kiosks across Switzerland and will soon expand to wider export markets across Europe. HolyWeed products are also available for sale online and delivered free of charge by courier across Switzerland within 24 hours. HolyWeed also plans to open branded retail stores in Geneva and Zurich.
MPXI will develop a GMP-certified manufacturing facility to produce CBD extracts and isolates for both HolyWeed and export. The facility will feature a full-scale commercial kitchen and a formulation R&D laboratory, giving MPXI the ability to develop innovative CBD products and to potentially collaborate with local partners.
'The acquisition of HolyWeed is a major step in MPX International's expansion strategy,' stated W. Scott Boyes, MPXI's Chairman, President and CEO. 'HolyWeed brings to our company a well-recognized brand and a solid opportunity to expand into other legal 'cannabis-light' markets in Europe.'
About MPX International Corporation
MPX International Corporation is focused on developing and operating assets across the global cannabis industry with an emphasis on cultivating, manufacturing and marketing products which include cannabinoids as their primary active ingredient.
Co-founded in 2017 by celebrity Swiss cannabis pioneer Bernard Rappaz, HolyWeed is the only Swiss CBD brand officially 'Swiss Certified Organic'. HolyWeed has built one of the most professional management teams in the Swiss CBD sector and has demonstrated a strong branding expertise while continuously focusing on innovative product development. Fully verticalized, from seed to sale, Holyweed is one of the largest outdoor CBD cultivators in Western Europe with a highly competitive cost of production. For more information about HolyWeed, please visit www.holyweed.ch.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain 'forward-looking statements' under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, MPX International's objectives and intentions. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in MPX International's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although MPX International believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, MPX International disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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SOURCE: MPX International Corporation
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