Gaia Grow Corp. and Blackhawk Growth Corp. have completed the purchase and sale of three prelicence retail cannabis stores in British Columbia pursuant to the terms of a share exchange agreement previously entered into on Feb. 27, 2020.
Through the Transaction, Gaia has acquired all of the issued and outstanding share capital of 1202465 B.C. Ltd. (” Nelson Store “) and Patriot Cannabis Brands Inc. (” Powell River Stores ” and together with the Nelson Store, the ” Targets “) from Blackhawk. The Nelson Store, located at 306B Victoria Street in Nelson, British Columbia, currently has an Approval in Principle (AIP) issued by the Liquor & Cannabis Regulation Branch of British Columbia to operate a cannabis retail store, while the Powell River Stores both have applications in process to operate licensed cannabis dispensaries at the premises located at Unit No. 3, 4296 Joyce Avenue and 6239 Walnut Street in Powell River, British Columbia.
The aggregate purchase price for the Targets is $1,500,000 (the ” Purchase Price “). In satisfaction of the Purchase Price, Gaia has issued 30,000,000 common shares to Blackhawk, at a deemed price of $0.05 per common share.
Prior to completion of the Transaction, Blackhawk did not hold any securities of Gaia. Blackhawk now has ownership and control of a total of 30,000,000 common shares of Gaia representing approximately 12.9% of the issued and outstanding shares. Blackhawk has acquired the common shares of Gaia in consideration for all of the outstanding share capital of the Targets, and intends to hold them for investment purposes. Blackhawk has no present intention to acquire further securities of Gaia, although may in the future acquire or dispose of securities, through the market, privately or otherwise, as circumstances or market conditions warrant.
Frederick Pels and Marc Lowenstein are directors of both Gaia, and Blackhawk, however the Transaction is not considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions . The Transaction has been approved by the independent directors of each of Gaia, and Blackhawk.
The Transaction does not represent a fundamental acquisition or change of business for Gaia as defined by the policies of the Canadian Securities Exchange, nor does it represent a disposition of substantially all of the assets or business undertaking of Blackhawk. For further information regarding the Transaction, readers are encouraged to review the Form 2A Listing Statement filed by Gaia in connection with the listing of its common shares on the Canadian Securities Exchange. Copies of the Listing Statement, the Exchange Agreement and the early warning report filed by Blackhawk in connection with the Transaction, are available under the profile for Gaia on SEDAR ( www.sedar.com ), or by contacting Gaia.
For further information please contact:
Frederick Pels, Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statement
All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to the fulfillment of an order for the delivery of COVID-19 testing kits, and anticipated future orders. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.