(TheNewswire)
MISSISSAUGA, Ontario – TheNewswire - March 3, 2021 – Sire Bioscience Inc.(CSE:SIRE) (CNSX:SIRE.CN) (OTC:BLLXF)(FSE:BR1B) (“ SIRE ” or the“ Company ”) is pleased to announce that, further to its pressreleases of February 9, 2021 and February 23, 2021, it has signed adefinitive binding share exchange agreement dated March 2, 2021 (the“ Agreement ”) to acquire 100% (the “ Transaction ”) ofDenver-based PlantFuel, Inc. (“ PlantFuel ”).
Brian Polla, CEO, COO and a director of the Companycommented: “We are thrilled to be adding PlantFuel to oursupplements portfolio and are excited to addBrad Pyatt, the Founder of PlantFuel to our team, particularly givenhis previous successes building up companies from start-up toexit.”
Transaction Highlights:
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- Expands SIRE’s line of supplement productscurrently on offer through its wholly owned subsidiary, FusionNutrition Inc.
- Brings additional industry experience in thenutraceutical and supplement space to SIRE
- Adds to SIRE’s intellectual property portfolio withthe addition of PlantFuel
About PlantFuel
PLANTFUEL® is a private company focused on deliveringPLANT FUELED™ nutritional supplements to consumers. PlantFuel utilizes a multi-approach: a process includingworld-class formulations, and using clinically proven, bannedsubstance-free ingredients that do not compromise on flavor, digestionquality, or performance output. Additionally, PlantFuel hasdeveloped plastic-free, PLANT FUELED™ packaging for its products.
Transaction Terms
Pursuant to the Agreement, as consideration for theacquisition of all of the outstanding securities of PlantFuel, eachoutstanding common stock of PlantFuel (each, a “ PlantFuel Share ”)held by a shareholder of PlantFuel (a “ PlantFuel Shareholder ”) will receive 6,500 common shares of SIRE (each, a“ ConsiderationShare ”) for every one (1) outstandingPlantFuel Share held, at a deemed price of $0.15 per ConsiderationShare for aggregate consideration of $9,750,000. It is anticipatedthat a total of 65,000,000 Consideration Shares will be issued. Thereare no outstanding convertible or exercisable securities of PlantFuel.The Consideration Shares will be released as follows: 10% on closing,30% three months from closing, 30% six months from closing, 30%twelve months from closing.
Completion of the Transaction is subject to thesatisfaction or waiver of a number of closing conditions including,among others, (i) completion of satisfactory due diligence by SIRE,(ii) the receipt of applicable corporate, shareholder and regulatoryapprovals, (iii) completion of the Transaction on or before April 30,2021, (iv) the execution of an agreement with Brad Pyatt as Presidentof PlantFuel; (v) the completion of a private placement financing byCompany (the “ PrivatePlacement ”) as described below, and (vi) theappointment of one PlantFuel nominee director to the Company’s boardof directors.
Upon completion of the Transaction, but prior to givingeffect to the Private Placement, it is anticipated that formerPlantFuel Shareholders will hold approximately 47.7% of theoutstanding common shares of the Company (“ Common Shares ”).
Following the Transaction, PlantFuel will continueoperations as a wholly-owned subsidiary of the Company. Management ofthe Company will continue its focused strategy on building out salesof its principal asset being its Fusion line of performance supplementproducts, while concurrently aiming to grow and launch existing andnew product lines under the PlantFuel brands. PlantFuel has notachieved operating revenue to date and management anticipates that forat least the 12 months following the completion of the Transaction,the assets of, or revenue derived from, PlantFuel will not exceedthose of the Company. The Company and PlantFuel are arm’s lengthparties to one another.
There can be no assurances the Transaction will becompleted as proposed or at all.
The Transaction will be completedpursuant to exemptions from the prospectus and registrationrequirements under applicable securities laws. None of the CommonShares issued to PlantFuel Shareholders in connection with theTransaction will be registered under the United States Securities Actof 1933, as amended, and none may be offered or sold in the UnitedStates absent registration or an applicable exemption from suchregistration requirements. This press release shall not constitute anoffer to sell or the solicitation of an offer to buy any CommonShares, nor shall there be any distribution of Common Shares in anyjurisdiction in which such offer, solicitation or sale would beunlawful.
Private Placement
Further to the Company’s February 23, 2021 pressrelease, as an additional condition of the completion of theTransaction, the parties have agreed that the Company will complete aPrivate Placement offering of Common Shares for gross proceedsapproximately $3,000,000 at a price of $0.15 per share , or suchother greater or lesser amount as the parties agree. All subscribersto the financing will be at arm’s length to the Company, PlantFueland the Transaction.
The purpose of the Private Placement is to ensure thatthe Company has sufficient operating capital to grow and expand theCompany’s Fusion line of supplement products and to provideexpansion capital for the PlantFuel line of products. Closing of thePrivate Placement is anticipated to be completed concurrently with theclosing of the Proposed Transaction.
All securities issued will be subject to a four-monthhold period pursuant to securities laws in Canada.
This press release does notconstitute an offer to sell or a solicitation of an offer to buy anyof the securities in the United States. The securities have not beenand will not be registered under the United States Securities Act of1933, as amended (the “U.S. Securities Act”) or any statesecurities laws and may not be offered or sold within the UnitedStates or to United States persons unless registered under the U.S.Securities Act and applicable state securities laws or an exemptionfrom such registration is available.
The Canadian Securities Exchange(“CSE”) has neither approved nor disapproved the contents of thisnews release. Neither the CSE nor its Market Regulator (as that termis defined in the policies of the CSE) accepts responsibility for theadequacy or accuracy of this release.
About Sire Bioscience
SIRE is headquartered in Mississauga, Ontario, and ismanaged by a group of successful entrepreneurs who have extensiveexperience in the areas of consumer-packaged goods, manufacturing,logistics, and distribution. SIRE is a CPG life science companyfocused on the plant-based foods and supplements industry.
For additional informationcontact:
Sire Bioscience Inc.
Website: sirebioscience.com
Socials: @sirebioscience
Forward?Looking InformationCautionary Statement
This press release may contain certain“forward-looking information” and “forward-looking statements”within the meaning of applicable Canadian securities legislation. Allinformation contained herein that is not historical in nature mayconstitute forward-looking information. Forward-looking statements maybe identified by statements containing the words “believes”,“anticipates”, “plans”, “intends”, “will”,“should”, “expects”, “continue”, “estimate”,“forecasts” and other similar expressions. Forward-lookingstatements herein include, but are not limited to, statementsregarding the receipt of required regulatory approvals, including theCanadian Securities Exchange, the completion of the Private Placementand the anticipated use of proceeds therefrom, expectations ofmanagement’s focus on and growth expectations of the Fusion andPlantFuel product lines, the terms and timing of the completion of theTransaction, the products of PlantFuel to be made available and thetiming thereof, and the Company’s business and strategic plans.Readers are cautioned to not place undue reliance on forward-lookinginformation. Actual results and developments may differ materiallyfrom those contemplated by these statements. undertakes noobligation to comment analyses, expectations or statements made bythird-parties in respect of SIRE, its securities, or financial oroperating results (as applicable). Although SIRE believes that theexpectations reflected in forward-looking statements in this pressrelease are reasonable, such forward-looking statement has been basedon expectations, factors and assumptions concerning future eventswhich may prove to be inaccurate and are subject to numerous risks anduncertainties, certain of which are beyond SIRE’s control, includingthe risk factors discussed in SIRE’s Listing Statement dated August22, 2019 which is available on SIRE’s SEDAR profile at www.sedar.com . Theforward-looking information contained in this press release isexpressly qualified by this cautionary statement and are made as ofthe date hereof. SIRE disclaims any intention and has no obligation orresponsibility, except as required by law, to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise.
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