Calgary, Alberta--(Newsfile Corp. - September 13, 2019) - Lifestyle Global Brands Limited (TSXV: GBE) ("Lifestyle Global" or the "Company") ("LGBL") is pleased to announce that it has entered into a binding memorandum of understanding with Elegance Spirits, Inc. ("Elegance"), dated September 13, 2019 (the "MOU"). Elegance is a Delaware C-Corporation and a beverage company focused on innovating, branding and selling a range of beverages globally. Following the previously-announced business combination between CannHealth Group Limited ("CannHealth") and Lifestyle Global (the "CannHealth Transaction"), the MOU sets forth the parties' desire to combine businesses through the acquisition by Lifestyle Global of all of the issued and outstanding capital stock of Elegance (the "Proposed Transaction").
The Proposed Transaction is expected to create an integrated alcoholic spirits and cannabis company and integrate Elegance's brands with the business of Lifestyle Global and CannHealth, in order to create synergies across manufacturing, distribution and sales. As Elegance's core product, Elegance Vodka, is manufactured by Australian Boutique Spirits Ltd. ("ABS"), which will be a wholly owned subsidiary of LGBL upon completion of the CannHealth Transaction, this integration allows for vertical integration in all aspects of manufacturing, marketing and sales.
The Proposed Transaction is subject to the negotiation and execution of a definitive agreement, the closing of the CannHealth Transaction, listing of the ordinary shares of Lifestyle Global on the Canadian Securities Exchange, completion or waiver of closing conditions customary to transactions of the nature of the Proposed Transaction, and receipt of all necessary approvals from regulatory bodies and exchanges having jurisdiction in connection with the Proposed Transaction.
For further information regarding the Company, please visit lgb.company.
General Information about the CannHealth Transaction
The terms of the CannHealth Transaction are set out in the share purchase agreement dated April 18, 2019, pursuant to which Lifestyle Global will acquire all of the issued and outstanding ordinary shares of CannHealth. Upon completion of the CannHealth Transaction, the issuer resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business previously carried on by CannHealth. It is anticipated that upon completion of the CannHealth Transaction, the Resulting Issuer will delist from the TSX Venture Exchange and will list on the Canadian Securities Exchange. Further details of the CannHealth Transaction are set forth in the Company's May 8, 2019 news release, a copy of which is available on the Company's profile at www.sedar.com.
General Information about Lifestyle Global
Lifestyle Global is a public company based in Hong Kong that focuses on the alcoholic and functional beverage industry. The Company currently operates manufacturing and branding projects in Australia and North America. The Company's long-term objective is to integrate its formulation, manufacturing and marketing capacities to sell alcoholic, cannabis-infused, and other functional beverages globally. The Company's common shares are listed for trading on the TSX Venture Exchange under the symbol "GBE.V".
General Information about CannHealth
CannHealth is a privately-owned Australian specialty beverage company. Immediately prior to closing the CannHealth Transaction, CannHealth will have two primary lines of business: (i) formulation, development and production of alcoholic beverages through a ABS, and (ii) formulation, production and distribution of THC and CBD infused beverages in legal jurisdictions across North America through its wholly-owned subsidiary, Health Group LLC. Through ABS, CannHealth manufactures, exports and markets a variety of Australian-made spirits and beverages made using natural ingredients. ABS's spirits are sold throughout Asia and are beginning to be sold in the United States and Europe. ABS brands include Australian Bitters, Australis Gin, Opal Coffee Liqueurs and Voco Coconut Water and Vodka. ABS has an established manufacturing facility in Sydney, Australia where it manufactures and distributes its branded products for the domestic and export markets. ABS has a number of long term manufacturing and distribution agreements in place.
Investors are cautioned that, except as disclosed in the Listing Statement prepared in connection with the CannHealth Transaction, any information released or received with respect to the CannHealth Transaction or the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Lifestyle Global should be considered highly speculative.
Neither the TSX Venture Exchange nor the Canadian Securities Exchange have passed upon the merits of the Proposed Transaction and have not approved nor disapproved the contents of this news release.
For further information please contact:
Lifestyle Global Brands Limited
Michael Kahn, Director and CFO
Elegance Spirits, Inc.
Elizabeth Beri, Founder and CMO
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes", an or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would" , "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Proposed Transaction, the execution and timing of a definitive agreement, the CannHealth Transaction, and the business and operations of Lifestyle Global, CannHealth, and Elegance, as the case may be. This forward-looking information reflects the Company's current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the ability of Lifestyle Global and CannHealth to complete the CannHealth Transaction in a timely manner; the completion of satisfactory due diligence by the Company in relation to the Proposed Transaction; the satisfactory fulfilment of all of the conditions precedent to the Proposed Transaction; the receipt of all required approvals for the Proposed Transaction; market acceptance of the Proposed Transaction. Forward-looking information is 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 information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market price for securities; and the delay or failure to receive board, shareholder, court or regulatory approvals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. 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 the forward-looking statements and information contained in this news release. Except as required by law neither Lifestyle Global, Elegance, nor CannHealth assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
NOT FOR DISSEMINATION DIRECTLY OR INDIRECTLY IN THE UNITED STATES
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