(TheNewswire)
Vancouver, BC - TheNewswire - March 15 , 202 3 - AREV Life Sciences Global Corp. (CSE:AREV) (OTC:AREVF)(“AREV” or the “Company” ) AREV Life SciencesGlobal Corporation is pleased to announce it has signed a term sheeton March 14, 2023 to acquire Fiberlab, Inc, a Nevada Corporation withoperations in downtown Los Angeles and Europe.
Fiberlab has developed the proprietary protocols with aclosed-loop filtration and isolation technology AREV has been seeking.The single pass technology, called "Cannap?r®”, integratesall refining steps into a continuous stream production process. Continuous flow replaces batch methods that require more equipmentwith a large footprint and have less efficiency. The proprietarytechnology employed in extraction, separation, purification, isolationand recovery processes are a perfect complement to AREV’sproprietary technology. The proprietary manufacturing process providesa variety of high-end “pharmacological grade” and mid-marketfinished products for the adult-use and medicinal market sectors withplanned deployment in the pharmaceutical market.
Fiberlab’s downtown Los Angeles (DTLA) facility (the“Facility”) has successfully demonstrated the Cannap?r® processin a commercial operation that is profitable.
The Fiberlab® Cannap?r® technology provides theperfect solution for generating multiple revenue streams in thecannabis market and other possible industries. Proprietarycontinuous-flow cryogenic bio-oil purification, separation and lowheat recovery technology maintains the integrity of the whole plantgenetic material to produce a superior full-spectrum oil (FSO) in asingle pass with a smaller footprint, lower operating costs, and lowerup-front capital expenses. The Cannap?r® technology also createsbulk isolated cannabinoids with economies of scale that are suited forthe pharmaceutical compounding of prescription medicines.
Cannap?r technology is a closed-loop fully automatedprocess developed under an exclusive global services agreement (GSA)with Katzen International to provide the following competitiveadvantages:
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Achieves a higher yield than ethanol-based extractionto provide superior refining margins.
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Produces high-potency, high-purity products thatdeliver “Cannabinoids the way nature intended™” as a result ofour Zero Molecular Destruction™ nanotechnology.
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Provides large scale pharmaceutical grade isolatesnecessary for accurate micro-dosing, which is ideally suited formedical and pharmaceutical compounding.
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Creates a variety of consumer driven products with asingle system.
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Highly scalable technology that provides excellenteconomies of scale.
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Suitable for any market globally.
“ This is an excellent fit forAREV’s current systems and the broad spectrum compounds. These arecompounds we have produced through years of scientific research anddevelopment in the extraction of lipids and other ingredients for usein clinical and functional nutrition and pharmaceutical products”,stated Mike Withrow CEO of AREV. He went on to say, “The Cannap?r®technology was proven on a complex botanical like Cannabis. This givesus the confidence it can be adapted to all other botanicals and selectmarine species, which is exactly what we need in order to manufacturelarge volumes of pharmaceutical grade compounds.”
Mr. Edward Klaeger IV is the CEO and co-founder ofFiberlab and brings more than 32 years of experience in capitalmarkets in the U.S. and Europe. Mr. Klaeger spent 12 years inrenewable energy technology finance and development in emergingeconomies in Europe. He has since worked more than 6 years in thefinance and development of novel processes and technologies in thecannabis industry in the U.S. for deployment in global markets.
Mr. Klaeger stated, “We are excited to have theopportunity to be part of the joint-venture with AREV. Thistransaction will give Fiberlab access to capital markets in Canada,and, with a dual listing on the Frankfurt Stock Exchange, the Europeanmarket where we already have operations and a large shareholder base.The dual listings will provide our shareholders market value for theirinvestment and create a valuation that will enable the joint ventureto underwrite a self-directed private placement to fund our near-termexpansion in the U.S. and finance the closed loop Cannap?r® technology platform with Katzen Internationalthat is the basis of our business plan and technology competitiveadvantage. We can then increase our footprint into other marketsglobally.“
The key items outlined in the Term Sheet are:
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Fiberlab and AREV intend to enter into a BindingAcquisition Agreement through which AREV will acquire 100% of theoutstanding shares of Fiberlab.
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As soon as practicable after signing the letter ofintent, AREV will invest $550,000 USD to Fiberlab through a mezzaninefinancing (“Mezzanine Financing”) as an advance. Terms of theadvance will be determined in the Definitive Agreement.
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AREV plans to acquire Fiberlab for a total $7MM USD* inAREV common shares issued to Fiberlab shareholders valued at themarket price of AREV shares on the date prior to the Closing or a 5day Volume Weighted Average. VWAP. *The actual value (“Valuation”)will be determined by a 3rd party valuation firm that is recognized bythe Canadian Stock Exchange (“CSE”). The Valuation from the reportwill be used to calculate the number of shares AREV issues to theshareholders of Fiberlab, Inc.
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AREV will be the operator of the public entity, whileFiberlab will manage the development of the Cannap?r® technologywith Katzen and further deployment of proprietary processes fordeployment in the U.S. and Europe under its brands. Upon closing ofthe share exchange Arev will receive 100% of all profits and lossesfrom the operations. Any ongoing losses after the completion of thetransaction will be charged against the books of Arev.
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Fiberlab shall assist AREV in the transfer of anyapplicable Site Licenses, Patents, any permits, licenses, insurancepolicies, and registrations required to continue with the operation ofthe business.
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Fiberlab will receive 2 of the 5 Board seats of AREV.All future issuances of AREV Shares after the Closing will requireapproval by 4 of the 5 Members of the Board of Directors ofAREV.
Further the Company has arrangeda $7,548,000 Private Placement with strategic investors. Thenon-brokered private placement of up to 25,160,000 Units of theCompany (the “Units”) at a price of CAD$0.30 per Unit, for grossproceeds of up to CAD$7,548,000 (the “Financing”). Each Unit willconsist of one common Share and one common share purchase warrant(each, a “Warrant”), each whole Warrant entitles the holderthereof to purchase one additional common share (the “WarrantShares”) of the Company at a price of CAD $0.50 per Share, at anytime on or before 5:00 p.m. (Vancouver time) on the date that is 24months from the date of issuance of the Warrants; except that, if overa period of 10 consecutive trading days between the date that is 4months and a day from the date of issuance of the Warrants and thedate that the Warrants would otherwise expire, the closing price ofthe Company’s common shares on the Canadian Securities Exchange (orsuch other stock exchange where the majority of the trading volume forthe Company’s common shares occurs) is at or exceeds $0.75, then theCompany may, at its option, provide written notice to the warrantholders to exercise their Warrants within 30 days of the date of thenotice, failing which the Warrants will expire (the “ExercisePeriod”).
Securities issued by the Company pursuant to theFinancing will be subject to a four month and one day hold period inCanada commencing on the Closing Date. The net proceeds from theFinancing will be used for securing strategic alliances and venturepartners, general working capital, product development anddistribution purposes.
None of the foregoing securities have been and will notbe registered under the United States Securities Act of 1933, asamended (the “1933 Act”) or any applicable state securities lawsand may not be offered or sold in the United States or to, or for theaccount or benefit of, U.S. persons (as defined in Regulation S underthe 1933 Act) or persons in the United States absent registration oran applicable exemption from such registration requirements. Thispress release does not constitute an offer to sell or the solicitationof an offer to buy nor will there be any sale of the foregoingsecurities in any jurisdiction in which such offer, solicitation orsale would be unlawful.
Finders’ fees may be paid in cash, shares orwarrants, or a combination of the forgoing, subject to the Boardapproval and in accordance with the policies of the CSE.
For further information, contact Mike Withrow,arevlifesciences@gmail.com 778-896-6536. For more information visitwww.arevlifesciences.com.
On behalf of the Board,
Michael C. Withrow
CEO & Director
About AREV Life Sciences GlobalCorp.
The Company is a fully integrated enterprise withcompetencies in: 1) extraction of compounds for consumption andtopical use. 2) Clinical Nutrition and 3) A technology platform calledMedicine Merchant. The Company produces ingredients and formulatesexclusive therapeutic interventions with plans to deliver innovationin clinical nutrition, proprietary supplements, topicals and rationaldrug design, based on science. The Company’s business modelleverages its core competency of extraction to produce ingredients andcompounds for its pipeline of products. The Company continues in theproduct development and pre-commercialization stage.
AREV is dedicated to designing and deliveringinnovation in rational drug design, driven by presenting globalepidemiological characteristics of multiple challenges tointernational human and animal health. AREV is a member of bothBIOTECanada and The Biotechnology Innovation Organization (BIO).
ABOUT Fiberlab, Inc.
Fiberlab, Inc. is the Holding Company that currentlyowns 100% of the assets it operates in the Los Angeles Licensedfacility, including trademarks, and all proprietary technologies.Fiberlab®, Inc. owns 100% of the European Rights to the proprietarytechnology through its 2022 acquisition of Zurich, Switzerland basedFiberlab AG. Fiberlab operates a fully licensed proprietary cannabisextraction facility in downtown Los Angeles. Fiberlab’s Cannap?r®technology, is engineered to consistently produce the purest andhighest quality CAT-3 compliant oils and isolates in the cannabisindustry. Cannap?r represents a transformative breakthrough forcannabis oils and isolates markets.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITSREGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITYFOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Neither the Canadian Securities Exchange nor itsRegulation Services Provider (as that term is defined in policies ofthe CSE) accepts responsibility for the adequacy or accuracy of thisrelease. This news release may include forward-looking statements thatare subject to risks and uncertainties. All statements within, otherthan statements of historical fact, are to be considered forwardlooking. Although the Company believes the expectations expressed insuch forward looking statements are based on reasonable assumptions,such statements are not guarantees of future performance and actualresults or developments may differ materially from those inforward-looking statements. Factors that could cause actual results todiffer materially from those in forward-looking statements includemarket prices, exploitation and exploration successes, and continuedavailability of capital and financing, and general economic, market orbusiness conditions. There can be no assurances that such statementswill prove accurate and, therefore, readers are advised to rely ontheir own evaluation of such uncertainties. We do not assume anyobligation to update any forward-looking statements except as requiredunder the applicable laws. This press release contains forward-lookingstatements. The use of any of the words "anticipate","continue", "estimate", "expect","may", "will", "project","should", "believe" and similar expressions areintended to identify forward-looking statements. Although theCompany believes that the expectations and assumptions on which theforward-looking statements are based are reasonable, undue relianceshould not be placed on the forward-looking statements because theCompany can give no assurance that they will prove to be correct.Since forward-looking statements address future events and conditions,by their very nature they involve inherent risks and uncertainties.These statements speak only as of the date of this press release.Actual results could differ materially from those currentlyanticipated due to a number of factors and risks various risk factorsdiscussed in the Company’ sManagement ’s Discussion and Analysis under theCompany’s profile on www.sedar.com.
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