Zenabis Completes Strategic Acquisition of Topgro and Refinances Existing Debt

Zenabis – through its subsidiary Bevo – has completed the acquisition of Topgro, with 10.4 acres of greenhouse on 50 acres of land

Vancouver, British Columbia – January 23, 2019 – Zenabis Global Inc. (“Zenabis”) (TSXV: ZENA) is pleased to announce that on January 22, 2019, Zenabis, through its subsidiary Bevo Farms Ltd. (“Bevo”), completed the acquisition of Topgro Holdings Ltd. (“Topgro”) for consideration of $12 million (the “Topgro Acquisition”).

 

Purchase Price Breakdown

Topgro acquisition price $12,000,000
Working capital adjustment $120,678
Deposits and fees paid to date ($28,000)
Debt repaid for Topgro $2,691,82.17
Net Cash Purchase Price $9,401,095.83

 

The Topgro Acquisition includes 10.4 acres of greenhouse on 50 acres of land in Aldergrove, British Columbia, which Zenabis intends to use for vegetable and floral propagation. This will ensure continuity for existing Bevo propagation customers while the first ~10 acres (435,600 sq. ft.) of the Zenabis Langley facility is converted for cannabis cultivation.

To fund the acquisition, and as previously released on January 21, 2019, Zenabis, through its subsidiary Bevo, entered into a credit agreement for an aggregate of $51,000,000 in credit facilities (the “Facilities”). On January 22, 2019, $33.7 million was drawn on the Facilities for the purpose of refinancing existing debt and acquiring Topgro. $13 million of the Facilities remain available for the conversion of Zenabis Langley and Topro propagation conversion.

“The acquisition of Topgro solidifies Zenabis’ commitment to our existing propagation customers and enables us to immediately commence conversion of the Langley facility for the purposes of cannabis production,” said Andrew Grieve, CEO of Zenabis. “We are excited to move forward with our plans for greenhouse cultivation in Langley, which is a key aspect of our growth strategy.”

Zenabis Key Corporate Milestones

  • On September 17, 2018, Zenabis submitted its application package to license the Langley greenhouse for cannabis production, which is currently under active review.
  • In October 2018, Zenabis became a founding partner of the Centre for Medicinal Cannabis (“CMC”), a UK based non-profit organization advocating, educating and lobbying for the implementation of a fair, responsible, and evidence-based medicinal cannabis regime within the National Health System in the United Kingdom.
  • Since October 2018, five additional flower rooms and 19 total rooms have been approved by Health Canada for cannabis activities and are in operation.
  • On December 22, 2018, Zenabis submitted its cultivation license application for its Stellarton facility, which is currently under active review.
  • On January 9, 2019, Bevo Agro Inc. and Sun Pharm completed the reverse takeover contemplated on October, 4, 2018, to become Zenabis Global Inc.
  • On January 21, 2019, Zenabis entered into a credit agreement with the Bank of Montreal for a $51,000,000 credit facility.
  • As of January 23, 2019, Zenabis has secured purchase orders from government and third-party retailers/distributors in New Brunswick, Nova Scotia, British Columbia, Saskatchewan, and the Yukon Territory.

About Zenabis

Zenabis is a significant licensed cannabis cultivator of medical and recreational cannabis, and employs staff coast-to-coast, across facilities in Atholville, New Brunswick; Delta and Langley, B.C.; and Stellarton, Nova Scotia. In addition to gaining technologically advanced knowledge of plant propagation, the recent addition of state of the art greenhouses in Langley provides Zenabis with 3.5 million square feet of facility space that can, upon full conversion, be dedicated to cannabis production.

If all facility space is dedicated to production, Zenabis will own, and have access to, 660,000 square feet of high quality indoor cannabis production space, as well as 2.1 million square feet of greenhouse space at its Langley facility (an additional 700,000 square feet of greenhouse space will be used to continue the existing propagation business, to be converted at such a time that is beneficial to the strategic position of the company), strategically positioned on Canada’s coasts. These facilities, if fully converted for cannabis production, would have the design capacity to yield 479,700 kg of dried cannabis annually, for both national and international market distribution. The Zenabis brand name is used among the medical space, while Namaste is used to service the recreational market.

The management team at Zenabis has significant experience in finance, agriculture, technology, pharmaceutical sales, consumer packaged goods, international distribution and brand marketing. Leadership is backed by the expertise of a Chief Growing Officer, a Chief Science Officer and Chief Medical Officer. As evidenced by letters of intent with strategic partners, and purchase orders with governments and distribution partners, Zenabis has been proven as a trusted and innovative cannabis front-runner.

This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Zenabis, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the proposed acquisition of Topgro; conversion, expansion and optimization of Zenabis’ facilities;and advances under and proposed use of funds from the Facilities. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Zenabis’ control. These risks, uncertainties and assumptions include, but are not limited to, those described Zenabis Management Information Circular dated November 23, 2018, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Furthermore, any forward-looking information with respect to available space for cannabis production is subject to the qualification that management of Zenabis may decide not to use all available space for cannabis production, and the assumptions that any construction or conversion would not be cost prohibitive, required permits will be obtained and the labour, materials and equipment necessary to complete such construction or conversion will be available. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Zenabis does not intend, nor undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

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For more information, visit: https://www.zenabis.com.

Media Relations
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Investor Relations
Shobana Thaya
Zenabis Global Inc.
Invest@zenabis.com
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