Zenabis Completes Strategic Acquisition of Topgro and Refinances Existing Debt

Published: January 23, 2019

Zenabis Completes Strategic Acquisition of Topgro and Refinances Existing Debt

Zenabis Global Inc. is pleased to announce that on January 22, 2019, Zenabis, through its subsidiary Bevo Farms Ltd., completed the acquisition of Topgro Holdings Ltd.  for consideration of $12 million.

Purchase Price Breakdown

Topgro acquisition price

$12,000,000

Working capital adjustment

$120,678

Deposits and fees paid to date

($28,000)

Debt repaid for Topgro

$2,691,82.17

Net Cash Purchase Price

$9,401,095.83

The Topgro Acquisition includes 10.4 acres of greenhouse on 50 acres of land in Aldergrove, British Columbia, which Zenabis intends to use for vegetable and floral propagation. This will ensure continuity for existing Bevo propagation customers while the first ~10 acres (435,600 sq. ft.) of the Zenabis Langley facility is converted for cannabis cultivation.

To fund the acquisition, and as previously released on January 21, 2019, Zenabis, through its subsidiary Bevo, entered into a credit agreement for an aggregate of $51,000,000 in credit facilities (the “Facilities”). On January 22, 2019$33.7 millionwas drawn on the Facilities for the purpose of refinancing existing debt and acquiring Topgro. $13 million of the Facilities remain available for the conversion of Zenabis Langley and Topro propagation conversion.

“The acquisition of Topgro solidifies Zenabis’ commitment to our existing propagation customers and enables us to immediately commence conversion of the Langley facility for the purposes of cannabis production,” said Andrew Grieve, CEO of Zenabis. “We are excited to move forward with our plans for greenhouse cultivation in Langley, which is a key aspect of our growth strategy.”

Zenabis – Key Corporate Milestones

  • On September 17, 2018, Zenabis submitted its application package to license the Langley greenhouse for cannabis production, which is currently under active review.
  • In October 2018, Zenabis became a founding partner of the Centre for Medicinal Cannabis (“CMC”), a UK based non-profit organization advocating, educating and lobbying for the implementation of a fair, responsible, and evidence-based medicinal cannabis regime within the National Health System in the United Kingdom.
  • Since October 2018, five additional flower rooms and 19 total rooms have been approved by Health Canada for cannabis activities and are in operation; we have also submitted three more flower rooms to Health Canada for approval
  • On December 22, 2018, Zenabis submitted its cultivation license application for its Stellarton facility, which is currently under active review.
  • On January 9, 2019, Bevo Agro Inc. and Sun Pharm completed the reverse takeover contemplated on October, 4, 2018, to become Zenabis Global Inc.
  • On January 21, 2019, Zenabis entered into a credit agreement with the Bank of Montreal for a $51,000,000 credit facility.
  • As of January 23, 2019, Zenabis has distribution relationships with government and third-party retailers/distributors in New BrunswickNova ScotiaBritish ColumbiaSaskatchewanManitobaPrince Edward Island, and the Yukon Territory.

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