Bevo Agro Inc. Announces Filing of Management Information Circular with Respect to the Reverse Take-Over of Sun Pharm Investments Ltd.
Bevo Agro Inc. files circular with respect to the transaction concerning a reverse takeover involving Bevo Agro and Sun Pharm to create Zenabis Global – along with the distribution of shares of Cubic Farms shares to current Bevo shareholders. The board unanimously recommends shareholders vote in favour of these matters.
Vancouver, British Columbia – November 27, 2018 – Bevo Agro Inc. (TSXV: BVO) (“Bevo”) and Sun Pharm Investments Ltd. “Sun Pharm” are pleased to announce today that Bevo has filed its management information circular and related voting materials (collectively, the “Meeting Materials” under its profile on SEDAR at www.sedar.com. The Meeting Materials will be mailed to Bevo shareholders (the “Shareholders”) in connection with the annual and special meeting of Shareholders to be held on December 27, 2018 (the “Meeting”).
The Bevo directors recommend shareholders vote in favour of the resolution to approve the issuance of Bevo common shares forming the consideration to be issued to Sun Pharm Investments Ltd. (“Sun Pharm”) securityholders pursuant to the Transaction (defined below), and the distribution of shares of Cubicfarm Systems Corp. (“CubicFarms”) to Bevo shareholders by way of a plan of arrangement. Management believes the combined entity Zenabis Global Inc. (“Zenabis”) will become a world leader in cannabis production and distribution.
Note to shareholders: to ensure that your Bevo shares will be represented at the meeting, please return the proxy form you will receive, properly completed and signed, prior to 1:00 p.m. (Vancouver time) on December 21, 2018.
As previously announced on October 4, 2018, Bevo and Sun Pharm have entered into an arrangement agreement with respect to a reverse take-over of Bevo the distribution of shares of Cubicfarm Systems Corp. (“CubicFarms”) to Bevo shareholders by way of a plan of arrangement (collectively, the “Transaction”).
Through Sun Pharm’s subsidiary licensed producer Zenabis Ltd. (“Zenabis”), Zenabis Global Inc. will have nearly 3.5 million square feet of available production space.1 Completion of the Transaction remains subject to receipt of shareholder and all required regulatory approvals.
A copy of the Meeting Materials are also available for download at https://www.zenabis.com/investor-relations.
Zenabis Key Milestones
- On October 4, 2018 Bevo and Sun Pharm announced the Bevo-Sun Pharm Transaction and the intent of Bevo to change its name to Zenabis Global Inc. upon completion
- On October 5, 2018, Zenabis released a presentation introducing the combined business
- As of November 27, 2018, Zenabis has secured purchase orders from government and third party retailers/distributors in New Brunswick, Nova Scotia, British Columbia, and the Yukon Territory
About Bevo Agro
Bevo Agro is North America’s leading supplier of propagated agricultural plants, operating approximately 53 acres of state-of-the-art greenhouse facilities on 98 acres of land in Langley, BC and 20 acres of land in Pitt Meadows, BC. The company has entered into a binding agreement to acquire 10.4 acres of greenhouse space on 50 acres of land in Aldergrove, British Columbia (the “Greenhouse Acquisition”). The Company’s main products have been the propagation of vegetable plants such as tomatoes, peppers, cucumbers, and other plants such as bedding plants, flowers and grasses. The Company markets its products to established greenhouse growers, nurseries and retail outlets throughout North America. Zenabis intends to convert the Bevo Langley greenhouse (2.1 million square feet) by March 2020. Zenabis will build and/or acquire additional propagation greenhouse space over the coming year in order to maintain all of Bevo’s current food/floral propagation capacity while the current Langley facility is being converted.
About Sun Pharm
Sun Pharm has significant experience in agriculture, technology, pharmaceutical sales, consumer packaged goods, international distribution and brand marketing, with cannabis and cannabis-related purchase orders from the provinces of New Brunswick, British Columbia, Nova Scotia, and Yukon Territory. Sun Pharm is currently a privately-held cannabis company which has one of the largest, federally licensed indoor medical cultivation footprints in Canada, operating two licensed production facilities in British Columbia and New Brunswick, with a third expected to be coming online shortly in Nova Scotia. These facilities encompass 660,000 square feet of indoor pharmaceutical grade cannabis production space, strategically positioned on Canada’s coasts, facilitating national distribution and access to international markets. Sun Pharm is currently working towards globally recognized EU GMP certifications. Sun Pharm has a management team with decades of experience in the industry, with expertise in retail consumer packaged goods, global pharmaceutical sales and manufacturing, quality assurance, and commercialized cultivation. The growing team has more than two decades of experience in organic cultivation and distribution of herbs and nutraceutical products throughout the Americas, North Africa, and the Middle East. Sun Pharm’s sales team has more than two decades in product development, commercialization, and retail and pharmaceutical sales including international distribution.
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 Bevo, 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. 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, including the completion of the Transaction. 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 Bevo’s control. These risks, uncertainties and assumptions include, but are not limited to, those described Bevo’s Management’s Discussion & Analysis for the fiscal year ended June 30, 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. Bevo does not intend, nor does Bevo 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.
1 After completion of planned expansions
For more information, visit: https://www.zenabis.com.