Justera Health Ltd. has entered into a non-binding Letter of Intent (the “LOI”) on June 13, 2024, to acquire 100% of the issued and outstanding share capital of a leading solventless cannabis brand, Port North Extracts Inc. (“Port North”), an arm’s length privately held company (the “Transaction”).
Port North has gained popularity for their highly-specialized solventless extraction techniques and product lineup. Solventless extraction is the art of extracting the plant’s cannabinoids and terpenes without the use of chemical solvents like butane or ethanol. Port North utilizes only natural methods of ice, water, heat, and pressure to separate the trichomes from the plant. The results are solventless concentrates that provide more of each strains’ full characteristics and effects.
Concurrently with the Transaction, Port North intends to raise gross proceeds of up to $600,000 through a financing led by EMD Financial (the “Financing”) to be used as working capital. The Financing will involve the issuance of up to 30,000,000 Units (the “Units”) of Port North at a price of $0.02 per Unit. Each Unit will consist of one common share (each, a “Target Share”) in the capital of Port North and one common share purchase warrant (“Unit Warrant”). Each Unit Warrant will entitle the holder thereof to acquire one common share of Port North (each a “Warrant Share”) at a price of $0.05 per Warrant Share for a period of 24 months following the date of issuance. In connection with the Financing, Port North will pay cash finder’s fees of up to $48,000 and issue up to 1,200,000 Target Shares along with 1,200,000 broker warrants. Each broker warrant will be exercisable to acquire one Target Share at a price of $0.05 for a period of two years from the date of issuance.
The Transaction
The Transaction is expected to be structured as a share acquisition, with Justera acquiring all issued and outstanding securities of Port North. The parties anticipate signing a definitive agreement (the “Definitive Agreement”) containing, among other things, the applicable terms and conditions governing the Transaction, as well as representations, warranties, covenants, agreements, terms and conditions as are customary for transaction of a similar nature, on or before June 26, 2024, or on another mutually agreed-upon date.
The completion of the Transaction is contingent upon several conditions, including but not limited to the following:
- Justera acquiring the Target Shares for an aggregate purchase price of $2.2 million, which will be satisfied through the issuance of an aggregate of 110,000,000 common shares at $0.02 per share (the “Consideration Shares”).
- Justera and Port North, and the Port North shareholders in the event of a share exchange, having executed the Definitive Agreement;
- there being no prohibition at law preventing the completion of the Transaction;
- receipt of all required regulatory, shareholder and third party approvals including the CSE’s approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction;
- Port North having a minimum cash of $600,000 at closing; and
- other mutual conditions precedent customary for a transaction of a similar nature.
“We are excited to take the next step with Justera,” said Josh Herman, CEO of Port North. “Together we can expand the brand to provide more customers with great quality cannabis products.”
Young Cho Lee, CEO of Justera, added, “This strategic acquisition marks an important step in expanding Justera’s footprint in the cannabis industry. Port North’s solventless extraction technology will enhance our product offerings and support our mission to provide innovative health and wellness solutions. We are eager to collaborate with Port North to achieve new milestones together.”
The Transaction is currently under review by the CSE and, upon completion of its review, the CSE may determine that the Transaction constitutes a “fundamental change” or “change of business” (as defined by policies of the CSE).
About Port North
Port North is a leading Solventless Cannabis Extract Brand. Operating from a state-of-the-art extraction facility in Port Elgin, Ontario, Port North utilizes specialized extraction techniques to provide pure, premium, 100% solventless extracts for the recreational and therapeutic cannabis markets.
About Justera Health
Established in 2020, Justera Health Ltd. is a Canadian company focused on health and wellness. Through its services, innovative products, strategic partnerships, Justera empowers individuals to prioritize their well-being. With four subsidiaries, it offers personalized healthcare services and solutions, such as IV Vitamin Therapy, premium nutritional supplements through its Naturevan Nutrition brand, a full 360-degree wellness and spa experience through Juillet Wellness that provides registered massage therapy, acupuncture, and new retail stores in Vancouver. Justera’s mission is to enhance Canadians overall well-being with diverse solutions catering to individual needs. For additional information on Justera Health and other corporate information, please visit the Company’s website at https://www.justerahealth.com/.
