NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
VANCOUVER, BC / ACCESSWIRE / September 14, 2022 / Nota Bene Ventures Ltd. ("Note Bene" or the "Company") has entered into a definitive amalgamation agreement to acquire, through a wholly owned subsidiary, all the issued and outstanding share capital of St. Peter's Spirits Inc. ("St. Peter's") (the "Acquisition"). The Acquisition will result in a reverse takeover of Nota Bene by the securityholders of St. Peter's. Upon completion of the acquisition, which was negotiated at arm's length, Nota Bene anticipates changing its name to St. Peter's Beverages Inc., or such other name as may be determined by the parties to the Acquisition.
St. Peter's is a beverage company focused on serving great-tasting drinks that are rooted in the benefits of plants. With its world leading Green Monké brand, St. Peter's is the first company to sell cannabis infused drinks in the United States, United Kingdom and Canada. Green Monké started in the United Kingdom in 2018 with a trail-blazing CBD product that continues to dominate the market as it represented more than 40 percent of total UK cannabis beverage sales and is available in more than 4,000 retail outlets in 2021. In May 2022, its strategic UK market position was further bolstered when Green Monkey's application for Novel Foods registration was validated by the UK Food Safety Administration, meaning that it is one of a very few CBD beverage brands that can be legally sold in the UK.
St. Peter's introduced Green Monké to North America in 2021 as happy sodas for happy hour. Infused with THC, Green Monké Happy Sodas are low-calorie, low-sugar alcohol alternatives that deliver a social high without a hangover. Presently available in California, Canada and Maine, Green Monké Happy Sodas have been repeatedly recognized as among the best-tasting cannabis drinks in North America. St. Peter's is aggressively expanding distribution and brand awareness of Green Monké Happy Sodas to new states and provinces.
During its first year in North America, Green Monké has been privileged to collaborate with leading icons of change including Shea Coullée and Briana King. These partnerships have further developed and raised awareness of Green Monké's fun, bold, tongue-in-cheek attitudes and hyper-inclusive approach, which we believe are necessary for an upstart brand that consumers increasingly choose instead of alcohol.
In recognition of Green Monké's award-winning taste, culture-changing brand and St. Peter's focus on giving back to its communities, Green Monké entered into a global beverage partnership with Cookies, the most recognized cannabis brand both in the United States and internationally. Starting in California, Green Monké cannabis-infused sodas are available at Cookies stores with expansion in the coming months throughout the US, Canada and in Europe. Also, as part of the partnership, Green Monké and Cookies is creating co-branded cannabis infused drinks that will be available for sale at Cookies retail locations and anywhere Cookies products are sold.
Exclusively in the United States, St. Peter's also sells Green Monké hemp sodas. These hemp infused drinks replicate the taste, experience and effects of the best-selling UK drink, however, St. Peter's has substituted broad spectrum hemp extract for the CBD used in the United Kingdom. Because it is infused with hemp extract, and not cannabis, Green Monké Hemp is distributed and sold across state lines and through traditional grocery and convenience stores, thereby increasing awareness of the Green Monké brand, and demand for the quality, great tasting, calming beverage.
"The Green Monké brand is rapidly expanding to new markets and gaining brand awareness among consumers, whether it's Los Angeles, London or Toronto," said Jen Lockwood, St. Peter's Chief Marketing Officer. "With our diversified strategy of using THC, CBD and hemp extract as functional ingredients, we're able to gain brand penetration in any market while also making it easy for consumers to fall in love with our drinks thanks to our nostalgic flavors and good times."
The primary purpose underlying St. Peter's is to create delicious alcohol alternatives. The U.S. alcohol industry is estimated to be a $280 billion industry. Swapping alcohol for cannabis drinks is a growing trend which is expected to further expand over the next two years. During the COVID pandemic alcohol consumption increased, and subsequently, people are looking for non-alcoholic alternatives more than ever to make a healthier lifestyle choice. Currently, one out of five US consumers confirm they drink cannabis beverages to replace alcohol. Moreover, the most coveted consumer demographic, people aged 25-35, is the largest for cannabis beverage repurchase, again citing alcohol replacement as the most common reason for cannabis drink consumption. St. Peter's believes that by drinking cannabis instead of alcohol, people can have healthier and more productive lives without changing their social habits.
"To be a real alcohol alternative, a drink must have two features: it must be delicious and give an uplifting functional benefit or encourage relaxation. Green Monké is a proven best-selling beverage brand and, in only its first year in North America, it has already been repeatedly recognized as one of the best-tasting cannabis drinks on the market. With carefully choosing a low-dose 2:1 CBD to THC micro-encapsulation emulsion, we have created a drink that delivers on taste and on having a great social experience. We believe Green Monké is the drink that everyone needs in this moment," commented Pat Gleeson, St. Peter's President and Chief Executive Officer. "We're also committed, through our Green Monké brand, to helping the communities in which we operate by supporting mental health organizations and non-profits that are assisting those experiencing isolation and loneliness. With that, one percent of all gross profits will be redirected to local organizations addressing this issue."
Looking forward to 2023 and building upon the growing market demand for delicious, functional beverages, St. Peter's intends to launch Dilmah Iced Teas featuring hemp-derived cannabinoids. Dilmah is an internationally renowned Sri Lankan tea company that has served premium tea for over 70 years. Dilmah Teas will be the largest international tea brand entering the cannabis market. This family-built and operated company has developed a beautiful brand and a sizeable loyal global following. St. Peter's has licensed the Dilmah brand for North America and is developing with Dilmah delicious, refreshing and premium iced teas that will provide consumers with moments of serenity and balance.
Gleeson also noted:
"Announcing our going public transaction is a significant milestone for St. Peter's and we thank the Nota Bene board, management and shareholders for dedicating their company in support of St. Peter's and facilitating the further growth of our business. We are a well-funded cannabis company with revenue. We have both a practical business plan and the enormous blue-sky potential implicit in disrupting the huge alcohol and energy drink industries."
"A going public transaction carries additional importance for St. Peter's because we expect to benefit from an overlap between our Green Monké consumers and our prospective investor pool such that every time someone tastes a Green Monké we believe they will also be considering an investment in St. Peter's. We expect to attract investors and repeat consumers every time someone gets to try our delicious drinks."
For more information regarding St. Peter's Spirits, please visit the company's website at www.stpetersspirits.com.
St. Peter's Corporate Information
St. Peter's Spirits is a private consumer beverages company incorporated under the laws of Ontario. St. Peter's has 37,568,464 common shares (the "St. Peter's Shares") issued and outstanding, and 570,000 incentive stock options exercisable at $0.90 until August 31, 2025. Patrick Gleeson, Chief Executive Officer and a director of St. Peter's Spirits, controls 13,111,111 (34.9%) of the issued and outstanding St. Peter's Shares.
St. Peter's intends to convene a meeting of its shareholders to approve the Acquisition.
On completion of the Acquisition, Nota Bene's Board of Directors and management team will be reconstituted to include four directors and management comprised of individuals from the current St. Peter's team, including the individuals listed below.
Patrick Gleeson, President, Chief Executive Officer and Director, practiced as a lawyer in Canada for almost 20 years and has served as general counsel, director and executive officer to several publicly-listed companies, from start-ups to companies with billion-dollar market capitalizations. Pat has focused on building companies and, with St. Peter's, is now creating a socially conscious beverage company that has health and well-being at its core.
Jennifer Lockwood, Chief Marketing Officer, is a marketing executive with over 20 years of experience. She has been consulting with start-ups and ad agencies for the past ten years to help them create brands, go-to-market strategies and launch a variety of products and services. Prior to this she was a VP, Managing Director of the #1 ranked digital agency Critical Mass where she worked with Coca-Cola, NASA, Michelin, Luxxotic and prior to that was VP for the strategic marketing agency The Daggerwing Group working with clients such as Phillips, Johnson & Johnson, Best Buy, and Cineplex.
Hassnain Raza, Chief Financial Officer and Corporate Secretary, is a finance professional with over 20 years of international experience with various private and public sector clients across Canada, USA, Europe, Asia and the Caribbean. Most recently, Hass was responsible for leading financial functions of the Canadian cannabis company, formerly known as Namaste. Prior to that he held senior management and team leadership positions at KPMG across different offices and different service lines for various clients such as Heineken and Nestle.
Michael Turner, Operations, has over 35 years of experience in the global beverage industry, having worked for Coca Cola, Pepsi and Cott. Experienced in all aspects of Quality, Purchasing, Planning, Customer Experience, Product Development, etc. Mike has managed multi-site production facilities for global brands such as Coca Cola, Pepsi, Vimto, Brtivic, and Innocent.
Jason McNally, Sales, originally from Ireland, has specialised in food and drink sales for nearly 30 years, working on a global level with brands such as Heineken, Mars, Simply Coffee, Coca Cola and Green Monkey. He has a talent for coming up with innovative solutions to fulfil customer requirements while at the same time maximising investor returns. For the last 18 years Jason has been a sales focused managing director delivering year on year double digit growth every year during that period for his employers.
Salvatore Iorio, Supply Chain and Logistics, is an executive focused in the Food & Beverage industry for the past 20 years with an extensive background in Manufacturing and Supply Chain Operations including ground floor hands on start-up experience. He has a proven track record of establishing co-manufacturers and Supply Chain Operations for new and high growth businesses. Through his leadership, Sal has created and optimized operations to minimize costs, increase revenues, and maximize profitability.
Matthew Babel, Director, currently works on recording artist Drake's management team and serves as Dreamcrew's Chief Brand Officer. He has over 15 years of marketing and branding experience with global, agency and client-side backgrounds in brand & communications strategy. As a Dreamcrew executive Matt sits across Drake's entire ecosystem helping to manage brand relationships as well as bring ideas to life.
Tara Hauser-Pope, Director, is a marketing leader with global, agency and client-side experience in digital marketing, brand & communications strategy. She is currently the Managing Director at Group SJR Toronto, a global content marketing agency within the WPP network. Ms. Hauser-Pope is responsible for the Canadian operations of Group SJR, including marketing strategy, new business development, day-to-day agency operations and profitability. With 20 years of marketing communications experience, she has worked across a variety of industries including pharmaceutical, CPG and beverage alcohol. Prior to joining Group SJR, she held a variety of positions at Coca-Cola Canada, Coca-Cola Australia and was the Digital Marketing Director for Corby Spirit & Wine Ltd.
Catherine Stretch, Director, is Vice President, Corporate Affairs at Troilus Gold Corp., a TSX listed company focused on the re-start of a former gold and copper mine in Quebec. At Troilus, she is responsible for the company's marketing and communications, Corporate Social Responsibility (CSR) and oversees day-to-day corporate administration. Ms. Stretch has 20 years of experience in capital markets and was previously a partner and the Chief Operating Officer of a Canadian investment firm which had $1 billion in assets under management. She is currently a director of four TSX-listed companies.
Akim Aliu, Board Observer, is a professional ice hockey player and a leader in the drive for change within the hockey community and society fighting for racial equality, diversity and increased accessibility for BIPOC youth into sports. Akim is the Founder and Chairman of the Hockey Diversity Alliance and was recognized by Maclean's magazine as being one of the Top 50 most influential Canadians in 2020. Akim starred in Black Ice, a sobering documentary of systemic marginalization of Black players in Canadian hockey, which made its world premiere at TIFF 2022. Akim was also an Associate Producer on the film, alongside Executive Producers LeBron James, Drake, and Maverick Carter.
Terms of the Transaction
Under the terms of the Acquisition, shareholders of St. Peter's will be issued common shares of Nota Bene (the "Consideration Shares") in exchange for St. Peter's Shares on a one for one basis. This will result in the issuance of 37,568,464 Consideration Shares based on the current capital structure of St. Peter's. Most of the Consideration Shares will be subject to escrow provisions. Following completion of the Acquisition, it is anticipated that there will be 44,168,165 common shares issued and outstanding in the Resulting Issuer in addition to any common shares issued as part of a concurrent financing.
In connection with the Acquisition, all outstanding options to purchase St. Peter's Shares shall be exchanged for economically equivalent securities of the Resulting Issuer. As a result, on Closing, there is expected to be 570,000 stock options exercisable at $0.90 per common share until August 31, 2025, and 345,545 stock options exercisable at $0.55 per common share until 90 days from Closing of the Acquisition.
Completion of the Acquisition is subject to a number of conditions, including receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents, and conditional approval of the NEO Exchange (the "Exchange") for the listing of the Resulting Issuer's common shares following completion of the Acquisition.
A copy of the Amalgamation Agreement will be filed and accessible under Nota Bene's profile on SEDAR (www.sedar.com), and further details of the Acquisition will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of St. Peter's Spirits) to be filed by the Company in connection with the Acquisition.
Investors are cautioned that, except as disclosed in the disclosure documents to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.
For more information, please contact the Company at 778-331-8505 or email: sackerman@emprisecapital.com
On Behalf of the Board of Directors of Nota Bene Ventures Ltd.
Scott Ackerman
Director
As noted above, completion of the Acquisition is subject to a number of conditions, including but not limited to Exchange acceptance and shareholder approval. The Acquisition cannot be completed until regulatory and shareholder approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure documents to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "could", "intend", "expect", "believe", "will", "projected", "estimated", or variations of such words, and includes the anticipated benefits of the Acquisition, the ability of the Company and St. Peter's to obtain all necessary shareholder and regulatory approvals for the Acquisition, and the ability of the Company and St. Peter's to close the Acquisition on the terms and timing described herein, or at all.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and 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 information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the inability of the Company to work effectively with strategic investors; and material adverse changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein. We do not assume any obligation to update any forward-looking statements.
NOTA BENE VENTURES LTD.
Suite 1600 - 609 Granville Street
Vancouver, BC V7Y 1C3
Telephone: (778) 331-8505
SOURCE: Nota Bene Ventures Ltd.
View source version on accesswire.com:
https://www.accesswire.com/716031/Nota-Bene-Ventures-Enters-Definitive-Agreement-To-Acquire-Leading-Cannabis-Drink-Company-St-Peters-Spirits
