VANCOUVER, British Columbia, Jan. 10, 2019 — Abattis Bioceuticals Corp (the “Company” or “Abattis”) (CSE:ATT) (OTC:ATTBF) is pleased to announce that, further to its new release dated December 7, 2018, the Company has entered into a definitive share exchange agreement (the “Agreement”) with 1157016 B.C. Ltd., dba NutriVida, a private arm’s length company incorporated in the Province of British Columbia (“NutriVida”), pursuant to which the Company will acquire 100% of the issued and outstanding common shares of NutriVida (the “Acquisition”).
In consideration for the Acquisition, and on closing thereof, the Company will issue an aggregate of 58,823,529 common shares (each, a “Share”) in the capital of Abattis, pro rata, to the NutriVida shareholders at a deemed price of $0.085 per Share and make a cash payment of $250,000 as provided in the Agreement.In addition, the Company has agreed to pay up to an aggregate of $10,000,000 to the NutriVida shareholders upon the achievement, by NutriVida, of certain performance milestones (each, a “Performance Milestone”). The milestones outline aggressive growth targets that include obtaining permits for several US states as well as significant revenue targets for up to $50,000,000 in cumulative revenue commencing on the entry of the Agreement.Each Performance Milestone is payable in Shares based on the five-day weighted average price of the Shares on the Canadian Securities Exchange on the date prior to issuance.Upon closing of the Acquisition, the board of directors of Abattis will be comprised of seven directors, of which six will be nominees of the Company and one of which will be a nominee of NutriVida.“We are very excited about this acquisition,” stated President and CEO of Abattis, Robert Abenante. “As we shift our focus and resources into revenue generation, the NutriVida acquisition complements our recent acquisition of Select Strains Inc. as well as our efforts to become a robust vertically integrated cannabis cultivation company.”The completion of the Acquisition is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence by both Abattis and NutriVida, approval of the Acquisition by the respective boards of directors, and other customary conditions normal for a transaction of this nature. There can be no assurance that the Acquisition will be completed as proposed or at all.About NutriVidaNutriVida has been prominent in the fertilizer and cultivation industry for the past 25 years with vast wealth of knowledge and experience in researching, innovating, manufacturing, and selling all-natural, bio-safe, fertilizers and plant nutrients. NutriVida offers a complete line of plant products as well as a detailed “Feed Schedule” for soil & hydroponic systems to facilitate the harvest of large, healthy crops without sacrificing the environment. NutriVida also has a wide array of proprietary fertilizer brands specifically formulated for cannabis and cannabis cultivation, as well as other horticultural areas. NutriVida is located in Langley, British Columbia.About Abattis Bioceuticals Corp.Abattis is positioned to be a leader in the cannabis industry as a fully integrated medicinal cannabis company. The Company’s flagship cultivation asset is located on beautiful British Columbia’s Gabriola Island. Starting with 26,000 square feet and expandable across 8 acres, our Gabriola Green Farms Inc. (“Gabriola”) facility plans to grow medical-grade marijuana as well as select craft strains of infamous “B.C. Bud”. In addition, Abattis has been aggressively building its portfolio of complimentary assets which includes the acquisition of 140 genetic strains and a robust portfolio of fertilizers and nutrients, custom formulated for the emerging cannabis market.Abattis has also continued to organically grow its products and services divisions as it strives to become one of the industry’s most dynamic vertically integrated cannabis companies. This ranges from its Abattis-branded vaporizer line, now sold nationally in Shefield and Sons, to the recent launch of its first proprietary cannabinoid therapeutic, COMFORT™, formulated to treat chronic pain and inflammation. Abattis also continues to service the cultivation industry through its preferred service agreements with Northern Vine Canada Inc., a licensed laboratory which was recently sold to Emerald Health Therapeutics Inc., and Dicentra Inc., one of Canada’s largest regulatory advisory firms.To further its reach into the cannabis space, Abattis has made several strategic investments to ensure it has a piece of key evolving areas as the industry matures. One such investment is into cutting-edge research performed in partnership with the University of British Columbia and Mitacs, to research and develop nanoemulsified cannabinoid-rich hemp oil, as well as continuing to develop cannabinoid-infused products such as cannabinoid -rich beer and infused sunscreen. Abattis has also made key investments into XLABS Therapeutics (ONT) Inc., building one of Canada’s largest cannabinoid manufacturing labs as well as into certain blockchain service and cryptocurrency platforms solely focused on cannabis product and service transactions.ON BEHALF OF THE BOARD,
ABATTIS BIOCEUTICALS CORP,“Rob Abenante”Robert Abenante, President & CEOFor more information, please visit the Company’s website at: www.abattis.comFor inquiries please contact (808) 650-3007 or at [email protected] Abattis’ investor relations are managed by Canada One Communications Inc.About Canada One Communications Inc.Canada One Communications Inc. (“Canada One”) is a full-service Investor Relations and Marketing company that focuses on both private and public sectors within the Canadian markets. Canada One offers timely responses to all investor inquiries over several mediums and effective, thorough market awareness programs that are specifically designed to maximize exposure and bring value to shareholders. Canada One’s dedicated and experienced team strives to promote client information to the public and educate potential investors on the various developments of its clients. From basic phone-call and email investor correspondence, to full-scale comprehensive marketing packages which includes industry analysis, website development, corporate videos and other marketing programs, Canada One provides a full suite of services that are fully compliant with Canadian securities regulations. Canada One is driven by an uncompromising dedication to provide publicly listed and private companies with across-the-board investor relations and marketing solutions, directly translating these services into organic growth and increased market value of its valued clients.FORWARD LOOKING INFORMATIONCertain statements contained in this release constitute “forward–looking statements” or “forward-looking information” (collectively “forward-looking information”). These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to: (i) the Acquisition; (ii) Abattis’ position as a leader in the cannabis industry; (iii) Gabriola’s plans to grow medical-grade marijuana; (iv) Abattis’ efforts to become one of the cannabis industry’s most dynamic vertically integrated cannabis companies; and (v) statements regarding the estimated growth and market trends of the cannabis industry as a whole. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks with respect to: the ability of Abattis to establish a market for its products and services; competitive conditions in the cannabis and nutraceutical industries; general economic conditions; competition for, among other things, capital and skilled personnel; potential delays or changes in plans with respect to deployment of services or capital expenditures; the possibility that government policies or laws may change and may regulate the products and services provided by or to be provided by Abattis; Abattis not adequately protecting its intellectual property; regulatory risks relating to Abattis’ businesses; and technological change. Although forward-looking statements contained in this release are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
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