Ottawa, Ontario, April 11, 2019 (GLOBE NEWSWIRE) -- The shareholders of LiveWell Canada Inc. (“LiveWell”) (CSE:LVWL) today
approved the amalgamation, previously announced on December 3, 2018, of LiveWell with Mercal Capital Corp. and Vitality CBD Natural
Health Products Inc. There were 97% votes in favour of this amalgamation based on over 75 million casted voting shares. This was
the final shareholder approval of the three companies and the new company is to be called Eureka 93 Inc. (the “Company”)
Subject to final approval by the Canadian Securities Exchange (the “CSE”), the Company will resume trading its securities on the
CSE with a new stock ticker: ERKA. The Company anticipates receiving final CSE approval sometime in April. It has also
applied to list its securities on NASDAQ.
The amalgamated company has been rebranded as Eureka93 with the tagline: Ingenuity. From the ground up. “This reflects
the innovation and discovery at the core of our combined Canadian and U.S. operations and family of brands, including at the site
of our first, large-scale hemp CBD extraction facility in Eureka, Montana, off US Route 93,” said David Rendimonti, Chief Executive
Officer of the amalgamated company.
The Eureka93 facility in Montana was one of the first facilities in North America to extract hemp CBD on a large scale. The
industry-leading extraction process has been continuously refined and re-engineered with a production capacity of 50 kilograms per
day (kgs/day) of high-quality full hemp plant extract, CBD isolate powder for Tier One wholesale customers such as Tilray (refer to
LiveWell’s announcement of March 14, 2019). By Q3 2019, the Company expects to produce up to 100 kgs/day.
Eureka93 has added a second, considerably larger extraction facility in Las Cruces, New Mexico, which was originally built in
2008 for extracting renewable fuels from algae biomass. This facility will be retrofitted with a 125-metric tonne ethanol extractor
at a projected cost of up to US$10M. Eureka93 expects to complete this project by the end of Q3, 2019. Once completed Eureka93
anticipates production from this facility to be 1,000 kgs per day.
The vertically integrated Company leverages cultivation, extraction, product formulation, manufacturing and distribution to
provide high-quality, high-volume, high-margin product. The Company is already executing on its strategy to be the largest, most
reliable supplier of wholesale hemp CBD products while it builds its consumer brands targeted at specific health, wellness and
beauty markets in the United States and beyond.
“The merger uniquely positions us to capitalize on the multi-billion-dollar market for health, wellness and beauty products made
from hemp CBD, other cannabinoids and natural products. This industry is still emerging but has rapidly evolved. It is no
longer just about scale. It’s about innovation, reliability and trust. You have to control the supply chain, be research-driven,
define the standards, and have the best-in-class people and partners to realize what’s next. There’s a reason we called ourselves
Eureka,” Mr. Rendimonti said.
Advanced Product Formulation and Manufacturing
The Company’s state-of-the-art product formulation and manufacturing facility near Windsor, Ontario, acquired through LiveWell’s
purchase of Acenzia Inc., has achieved the highest standards of quality, purity and safety controls, with GMP (Good Manufacturing
Practice) and GMP for Sport certification by the NSF International Standards body. It is also an FDA-registered facility and is
certified by Health Canada. Throughout its nearly 20-year history, the pharma-grade facility, has combined science and technology
in the development and manufacturing of natural health products such as sports energy powders, drinks, functional foods and
probiotics. Eureka93 will leverage these capabilities to deliver CBD products to health and wellness markets.
Commercial Vision
With a senior leadership team from the pharmaceutical, consumer goods and natural health product industries, the Company plans
to launch the first Eureka93 brand into the U.S. consumer market in Q3 2019. Designing CBD products that are accessible and
effective for consumers will be a key differentiator for Eureka93, said Mr. Rendimonti. “We will be creating a family of brands and
products that have clear, specific uses for targeted consumer groups.”
Research Excellence
From its extraction processes to a globally patented physiological research model that can rapidly test and validate the
effectiveness of natural health products, Eureka93 is dedicated to creating next-generation CBD products and solutions. The
Company’s research team plans to study the effects of CBD, other cannabinoids and natural molecules through ethical, in-vitro
zebrafish modelling and scaling up that research through open partnerships with other research-focused organizations and academic
institutions.
Special Meeting of Shareholders
In addition to the approval of the above amalgamation and new company name, the shareholders also approved the following
resolutions:
- Election of a new board of directors (see addendum, Leadership).
- Consolidation of LiveWell’s issued and outstanding common and preferred shares on a 15:1 basis. This share
consolidation will also apply to all outstanding stock options and warrants.
- Adoption of the Company’s Amended and Restated Stock Option Plan, authorizing a fixed stock option plan for the purchase of
up to 25,949,924 common shares.
- The termination of the LiveWell Escrow Agreements with the TSX-V.
About Eureka93
Eureka 93 Inc. is one of the largest hemp cultivation and extraction operations in North America. The vertically integrated
company is dedicated to producing the highest-quality CBD products for its customers. Eureka93 is a design-driven company for
creative solutions in systems, products, packages and services.
For more information visit www.eureka93.com
Cautionary Note Regarding Forward-Looking Statements
This release includes forward-looking statements about the Company and its business. Often, but not always, forward-looking
statements can be identified by the use of words such as “plan”, “continue”, “expect”, “schedule”, “project”, “intend”, “believe”,
“anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements (including negative
variations) that certain events or conditions “may” or “will” occur. Such statements are based on the current
expectations of management. The forward-looking events and circumstances discussed in this release may not occur by certain
specified dates or at all and could differ materially as a result of unknown and known risk factors and uncertainties affecting the
Company. Further, the Company cautions that this foregoing list of material factors is not exhaustive, and readers are encouraged
to read all Risk Factors disclosed in the LiveWell’s Management Discussion & Analysis dated October 26, 2018.
In respect of the forward-looking statements and information concerning the benefits of the above amalgamation and the timing
of the CSE’s final approval for relisting, the Company has provided such statements and information in reliance on certain
assumptions that it believes are reasonable at this time.
The forward-looking information contained in this press release represents expectations of the Company as of the date of this
press release and accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking
information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake
to update this information at any particular time except as required in accordance with applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or
accuracy of this release.
SOURCE: Eureka 93 Inc.
www.eureka93.com
ADDENDUM
Eureka93 Leadership and Board of Directors
Mike Mueller, Chairman of the Board - Formerly President and CEO of MDS Capital Corp., and Vice Chairman and Head of
Global Investment Banking for TD Bank Financial Group, Mr. Mueller has served on a number of corporate and non-profit boards,
including as Chairman of PSP Investments. He is curently chairman of Laurentian Banking Group.
Bill MacKinnon, Audit Committee Chairman - A Chartered Professional Accountant, Mr. MacKinnon was CEO of KPMG Canada
until his retirement in 2008. He has served on a number of corporate and non-profit boards, including Telus Corporation and The
Public Sector Investment Board.
Paul G. Smith, Director - Chairman and CEO of Frontline Broadband Inc., Mr. Smith has held numerous leadership positions
over his career, including CEO of Equity Financial Holdings, Chairman of VIA Rail Canada, and has served as Executive Assistant to
the Prime Minister of Canada.
Owen Kenney, Director - A co-founder of Vitality CBD Natural Health, Mr. Kenney has more than two decades of experience
in residential, agricultural, commercial and civil construction and operations.
Kent Hoggan, Director - Mr. Hoggan has more than four decades of experience as a U.S. real estate developer specializing
in infrastructure, commercial and civil projects.
David Rendimonti, Chief Executive Officer and Director - Mr. Rendimonti has a 30-year track record leading top brands in
the life sciences sector at some of the world’s most prominent healthcare organizations, including Johnson & Johnson and Wyeth
Pharmaceuticals.
Robert Leaker, President and Chief Operating Officer - Mr. Leaker leverages a unique background in science, engineering
and business finance at organizations such as Suncor, CIBC and Meridian Credit Union, and also brings significant experience in
creating and commercializing new business ventures.
Steven Archambault, Chief Financial Officer (CPA, CA) - Mr. Archambault is an accomplished finance executive with more
than two decades of experience at private and public companies, including AXIS Capital Holdings Limited (NYSE), International
Datacasting Corporation (formerly on TSX) and Novra Technologies Inc. (TSX-V).
Leslie Cooke-Bithrey, Chief Talent Officer - Ms. Cooke-Bithrey is a senior talent leader with more than 20 years
of experience maximizing organizational performance through people at private and public companies such as Carter’s Inc., Shoppers
Drug Mart and The TDL Group Corp.
Peter Geimer, Chief Brand Officer – Mr. Geimer is a results-driven sales leader with more than 20 years of experience
developing world-class brands and coaching commercial teams to market leadership in the pharmaceutical, biomedical, health and
wellness sectors at organizations such as Eli Lilly, Pfizer, Bioventus and Roche.
Patrick McGrade, General Counsel & Chief Administration Officer – With senior experience in the pharmaceutical and
quick-service restaurant industries with Restaurant Brands International and GlaxoSmithKline. Mr. McGrade has a strong background
in legal, regulatory, communications and government relations, and has led teams to manage risks in complex, ever-changing
environments.
Deborah Stokes Eureka93 Inc. 819 576 3789 dstokes@eureka93.com Conrad Seguin Eureka93 Inc. 437-226-7002 cseguin@eureka93.com David Rendimonti Eureka93 Inc. 819-718-2042