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VANCOUVER, BC / TheNewswire / February 24, 2017 - INVICTUS MD STRATEGIES CORP. ("Invictus MD" or the "Company") (CSE: IMH; OTC: IVITF; FRA: 8IS) is pleased to announce that further to its news release
dated February 7, 2017 it has successfully entered into a definitive option agreement with a Late Stage Applicant (“
OptionCo ”) under the Access to Cannabis for Medical Purposes Regulations
(“ ACMPR ”) to acquire 100% of the outstanding shares of OptionCo from
its current shareholders (the “ Vendors ”).
OptionCo had its Pre-license from Health Canada in early January 2017 and expects to receive a
license to cultivate under the ACMPR in short order.
OptionCo has built 60,000 square feet of secured perimeter for its current production facility
located on 150 acres (the “ Property ”) in the Province of Alberta.
OptionCo has already submitted plans for additional buildings on the Property including a 30,000 square foot facility. Assuming
OptionCo receives the requisite regulatory approval to cultivate, OptionCo has future expansion plans on the 150 acre Property to
establish itself as a leader in the Canadian cannabis industry.
The Option will be exercisable at the sole option of Invictus MD within 30 days after OptionCo
receives its license to cultivate under the ACMPR. The exercise price of the Option will be payable to the Vendors as
follows: (i) cash payment of CDN$4 million; (ii) issuing 21 million common shares; and (iii) issuing 3 million warrants with an
exercise price of $1.50 per warrant, of which: 1 million warrants will expire in 6 months following the date the Option is
exercised; 1 million warrants will expire in 12 months following the date the Option is exercised, and 1 million warrants will
expire in 18 months following the date the Option is exercised.
The Vendors stated, “OptionCo has built 60,000 square feet of secured perimeter for its current
purpose-built production facility located on 150 acres. We have already submitted plans for additional buildings on the Property as
part of our phase II plans including a 30,000 square foot state-of-the-art production facility with the option to add an additional
20,000 square foot second floor. OptionCo has future phase III expansion plans for our 150-acre property, up to 3 million square
feet of buildable property, which has a footprint larger than 60 football fields; OptionCo is focused on establishing itself as a
leader in the Canadian cannabis industry.”
“From day one, we have been very clear: to acquire production capacity under the ACMPR is a key
driver to increasing shareholder value”, said Dan Kriznic, Chairman and CEO of Invictus MD. “Given our ability to aggressively
expand the commercial scale of the OptionCo property, we will make key capital investments that enable us to rapidly ramp up
production capability. With OptionCo and our combined long-term capacity from our 33.33% stake in AB Laboratories Inc., a
Licensed Producer under the ACMPR, and our 33.33% stake in AB Ventures and binding LOI with PlanC BioPharm Inc., now in the late
stages of the application process, we are very well positioned to become one of the largest producers of cannabis in the Canadian
sector.”
According to a recent report from the consulting firm Deloitte “Recreational Marijuana – Insights
and Opportunities,” the Canadian retail cannabis market is projected to be between $4.9 billion and $8.7 billion annually. In
that same report, Deloitte further estimates that satisfying the recreational cannabis market will mean producing 600,000 kilograms of marijuana annually - far more than the existing licensed
producers under
the ACMPR grow for medicinal purposes.
Board of Directors
The Company announces the resignation of Byron Sheppard from the board of directors in order to
focus his efforts on Future Harvest. The Company wishes to thank Mr. Sheppard for his dedication and service to the Company as a
valuable member of the board of directors. Mr. Sheppard will continue in his role as a director of Future Harvest.
Stock Options
The Company also announces it has granted an aggregate of 600,000 stock options to directors,
officers and consultants of the Company. Each option is exercisable at a price of $1.88 per share for a period of five years.
Restatement of Financial Statements
The Company also announces it has identified certain non-cash errors in its consolidated financial
statements for the year ended January 31, 2016. The errors are related to inventory and the accounting for the acquisition of
Future Harvest Development Ltd. The Company intends to correct these errors and restate its consolidated financial statements
for the year ended January 31, 2016 when it files its fiscal 2017 consolidated financial statements which are due at the end of May
2017. The Company estimates that the errors may result in a decrease in net income of approximately $180,000 and a decrease
in net earnings per share of $0.05 for the year ended January 31, 2016.
About Invictus MD Strategies Corp.
Invictus MD Strategies Corp. is focused on three main verticals within the burgeoning Canadian
cannabis sector: Licensed Producers under the ACMPR including an investment in a fully licensed facility, AB Laboratories Inc.;
Fertilizer and Nutrients through Future Harvest Development Ltd.; and Cannabis Data and Delivery, with its wholly owned subsidiary
Poda Technologies Ltd.
For more information, please visit www.invictus-md.com .
On Behalf of the Board,
Dan Kriznic
Chairman & CEO
604-368-6437
Larry Heinzlmeir
Vice President, Marketing & Communications
604-537-8676
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that
may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release,
other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or
expectations of future performance, including the proposed acquisition of OptionCo pursuant to the exercise of the Option, the
potential production capacity of the Property and OptionCo’s expectations to receive a cultivation license under the
ACMPR are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information
can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and
phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking
statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management
as of the date of this press release, including the assumptions that the Company will raise sufficient funds to exercise the
Option, that OptionCo will abide by and pass all regulations and inspections required under the ACMPR and be issued a cultivation
license and that Health Canada will approve the required facilities to meet the anticipated production capacity of the Property.
These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied
by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary,
include, without limitation, the risk that the proposed exercise of the Option may not occur as planned; the timing and receipt of
requisite approvals and failure of the Company to raise sufficient funds to exercise the Option; OptionCo will not abide by and
pass all regulations and inspections required to be issued a cultivation license under the ACMPR and Health Canada will not approve
the required facilities to meet the anticipated production capacity of the Property. Although management of the Company has
attempted to identify important factors that could cause actual results to differ materially from those contained in
forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be
appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information
or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe
harbor.
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