Ayurcann Holdings Corp., an established cannabis extraction and manufacturing company, is pleased to announce, in furtherance to their press release dated April 6, 2022, that the Company is taking another step towards solidifying itself as a major player in the post-harvest solution space within the Canadian Cannabis industry, by entering into a share purchase agreement (Share Purchase Agreement), pursuant to which the Company will acquire 100% of Joints and Hustle & Shake Inc. for $5,500,000 (the “Acquisition”).
About Joints and Hustle
Joints and Hustle holds assets comprising the ‘Joints’ and ‘Hustle and Shake’ brands (the “Brands”). Currently, the Brands are being sold in various provinces across Canada. Prior to the Acquisition, Ayurcann was the supplier of choice for the input materials required to produce products sold under the Brands. The ‘Joints’ brand offers market leading high potency CBD oils products. The ‘Hustle & Shake’ brand focuses on the true to flower cannabis experience with high potency vapes.
The Acquisition, which is an arm’s length transaction, is subject to customary conditions of closing and is expected to close in the coming weeks. The consideration for the Acquisition is comprised of $5,500,000 in common shares of Ayurcann (Ayurcann Shares) on the basis of a deemed price of $0.17 per Ayurcann Share (the “Consideration Shares”). The Consideration Shares are subject to a statutory hold period of four months and one day and, pursuant to the terms of the Share Purchase Agreement, (i) shall be deposited into escrow and be released every six months in 25% allotments; and (ii) are subject to post-closing downward adjustments pursuant to the terms and conditions of the escrow agreement.
As a condition of the Acquisition, Tetra Oils Inc. (Tetra) entered into a support and voting agreement (the “Voting Agreement”) with respect to the Consideration Shares received by Tetra in connection with the Acquisition. Pursuant to the Voting Agreement, the Company will provide written notice to Tetra on how the Considerations Shares must be voted. The Voting Agreement will automatically terminate two years after the date of the closing of the Acquisition.
Igal Sudman, Chief Executive Officer of Ayurcann commented: “We are excited about the ability to participate in new M&A deals and strategically invest in and acquire opportunities that enhance our Company and our ability to expand and grow our offerings across the country. Growing our business and market share is a top priority.”
Ayurcann is a leading post-harvest solution provider with a focus on providing and creating custom processes and pharma grade products for the adult use and medical cannabis industry in Canada. Ayurcann is striving to become a partner of choice for leading Canadian and international cannabis brands by providing best-in-class, proprietary services including extraction, formulation, product development and custom manufacturing.