Multi-State Cannabis Brand Orchid Announces Close of... Multi-State Cannabis Brand Orchid Ventures Announces Close Of Acquisition Of Certain Greenbloom Cannabis Co. Assets
Orchid Ventures closes the acquisition of GreenBloom Cannabis Co. Assets
IRVINE, CA / ACCESSWIRE / July 30, 2019 / Premium cannabis brand Orchid Ventures, Inc. (CSE: ORCD) (OTC PINK: ORVRF) announced today that it signed an amended and restated asset purchase agreement (originally announced on July 3, 2019) and completed the acquisition of certain assets of GreenBloom Cannabis Co., a vertically-integrated cannabis operator. Through the acquisition, Orchid Ventures will add, pending regulatory approval, five retail stores, two cultivation facilities, one distribution entity, and six brands to its operations. The integration of all GreenBloom Cannabis Co., staff and facilities will begin immediately.
Importantly, Orchid will control a sophisticated and quality supply-chain from seed to sale, cementing itself as a diverse and robust cannabis portfolio. As a combined entity, Orchid Ventures plans to develop a cultivation and processing facility that includes 300,000 square-feet of canopy and a 25,000 square-foot extraction facility.
“We are singularly focused on increasing revenues and building a more solidified supply chain in both California and Oregon,” said Corey Mangold, CEO of Orchid. “We’re pleased that this deal not only achieves those goals, but also builds the company’s market share, increases shareholder value, and strengthens the Orchid team overall to drive further successes.”
“This marks a significant milestone in the acquisition. Our joint efforts to merge operations begin now to immediately and fully integrate our professional teams,” said George Mattia, CEO of GreenBloom Cannabis. “Furthermore, the marriage of Orchid and GreenBloom allows access to GreenBloom’s resources to immediately streamline production and launch new and innovative product lines. The remainder of the assets involve regulatory license transfers and we are now collectively focused on furthering the growth of the combined organization while completing all license transfers to Orchid Ventures.”
Pursuant to the terms of the Definitive Agreement, in consideration for the Acquisition and upon closing thereof, the Company will pay an aggregate cash amount of US$10,000,000 to be paid out over the next 12 months, and issue 50,000,000 common shares at a deemed price of CA$0.50 per share (the “Payment Shares”). The Payment Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the CSE as well as additional voluntary hold periods agreed to by GreenBloom. Contingencies on share issuances and cash payments are tied to regulatory approval, successful license transfers and successful development accomplishments on the 300,000 square foot cultivation and manufacturing facility in California, as well as audited financial statements.
In connection with the initial closing of certain GreenBloom assets today, July 30, 2019, the Company issued 5,078,623 Payment Shares. Such Payment Shares are subject to a statutory hold period expiring December 1, 2019 as well as certain voluntary hold periods agreed to by GreenBloom. No cash consideration was payable in connection with today’s closing.
None of the securities to be issued pursuant to the Acquisition or the Warrant have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and any securities issued pursuant to the Acquisition and Warrant are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the securities issued under an exemption from the registration requirements of the U.S. Securities Act will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under the U.S. Securities Act.
ABOUT ORCHID VENTURES, INC.
Orchid Ventures, Inc. is an Irvine, CA-based multi-state brand that launched in Oregon and California in August 2017 and has since developed a mass-market brand and loyal consumer following with its premium vape products. Orchid’s products lines are currently sold in 350+ dispensaries across California and Oregon and are handcrafted and designed for maximum flavor and overall enjoyment. The company’s proven processes and passion for what it does carry through into its products. The end result is an unparalleled experience for new and practiced cannabis users alike. Orchid plans to expand its brands into new national markets as well as global markets such as Latin America and Europe. With a continued focus on brand and intellectual property development, Orchid will execute strategic acquisitions to solidify an integrated cannabis manufacturing and distribution infrastructure with the goal of becoming a dominant premium cannabis brand in the United States. Orchid's management brings significant branding, product development and distribution experience with a proven track record of scaling revenues, building value-generating partnerships and creating enterprise value. Learn more at https://orchidessentials.com/
ON BEHALF OF THE BOARD OF DIRECTORS - ORCHID VENTURES, INC.
Corey Mangold
CEO and Director
investors@orchidessentials.com
Investor Relations
Antonio Cruz
(949) 769-3859
a.cruz@orchidventures.com