Organto Foods Inc. has received shareholder approval and final acceptance of the TSX Venture Exchange for the sale of the Company’s Colombian cannabis subsidiary, Medicannabis S.A.S. (“Medicannabis”) to Xebra Brands Ltd. (“Xebra”). Formal closing remains subject to certain closing deliverables which are expected to be completed in the near term.
Xebra is a private cannabis company, focused on the design and delivery of unique wellness and leisure products. It has acquired cultivation and processing licences and holds exclusive IP to render cannabinoids water soluble. Xebra is developing brands, and cannabis-infused beverages in Colombia and Mexico, for sale globally where cannabis is legal. Trademarks are being filed worldwide for Xebra’s inaugural cannabis infused beverage brands, including: MADCAP soft drinks, HIGHJACK energy drinks and HolaHi iced teas. Xebra’s Mexican subsidiaries, Elements Bioscience and Sativa Group, specialize in CBD wellness products, with 13 applications awaiting approval. Xebra is aiming for a public listing in Q2 2020.
“We are excited to be a significant shareholder of Xebra Brands, providing Organto with an important asset for the future. We believe the continued execution of their business plan should create tremendous shareholder value that can be monetized to benefit Organto’s shareholders,” commented Steve Bromley, Chair and Interim CEO of Organto Foods Inc. “With this transaction we will continue to have an investment in this exciting and fast-growing sector while focusing operationally on our core organic vegetables and fruit platform. We believe the opportunity in organic fruits and vegetables is significant as global healthy eating and wellness trends continue to drive strong growth on a global basis. With our recent repositioning and diverse customer base and supply chain capabilities, we believe we are well-positioned to capture this market opportunity, as evidenced by our recently announced record revenues for the third quarter of 2019.”
As per the terms of the Agreement with Xebra, Organto will receive 7,124,630 common shares of Xebra, representing 7.44% of the proforma outstanding shares of Xebra. The former shareholders and advisors of Medicannabis are also to receive collectively 2,875,370 common shares of Xebra and in turn they will surrender for cancellation 7,461,538 common shares of Organto previously issued to them as part of the original acquisition of Medicannabis by Organto.
Organto will also receive net cash proceeds of CDN$321,077 and will have promissory notes totalling CDN $600,000 due by Organto to Xebra forgiven. In addition, Organto has been granted a ROFR (right-of-first refusal) to distribute Xebra’s cannabis products throughout Europe.