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Aither Ingredients Announces Joint Venture With Thar Process Intended to Disrupt the Canadian Cannabis-based Ingredient Market

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CALGARY, Alberta, Oct. 14, 2020 (GLOBE NEWSWIRE) — Aither Ingredient Corp. (“Aither Ingredients” or the “Company”), a privately held, bulk manufacturer of functional cannabis-based active ingredients to the cannabis packaged goods industry, is pleased to provide an update on the development of its business plan. The Company’s joint venture (the “Joint Venture”) with Thar Process, Inc. (“Thar”), owned 60% by Aither Ingredients and 40% by Thar, is designed to disrupt the industry’s inefficient supply chain by providing both new and existing product manufacturers access to low-cost, innovative bulk ingredients.

The Company’s narrow focus, refined cost structure and extensive list of bulk cannabis-based ingredients (terpenes, cannabinoids, flavonoids) will allow consumer product formulators and manufacturers to markedly reduce their cost of goods sold and avoid the production of standardized inputs.

BULK PROCESS-MANUFACTURING IS STANDARD THROUGHOUT CONSUMERPACKAGED GOODS

Aither Ingredients is the first bulk manufacturer to approach “cannabis packaged good” production with a lens from the consumer-packaged goods (“CPG”) sector; a segmented supply chain to increase efficiencies and improve overall industry profitability.

The Company’s deliberate focus on the manufacture of purified ingredients reduces operational overhead as all activities are aimed towards refining a narrow set of core competencies: the extraction & purification of cannabis-based ingredients. Throughout the CPG sector, industry-wide access to bulk ingredients has resulted in: i) reduced cost structures, ii) marketers, formulators, and manufacturers being able to focus on consumer needs and innovation rather than on existing manufacturing know-how, and iii) an additional number of downstream players offering a wider range of products all sold at a lower price to consumers.

The Joint Venture intends to be the only organic-certified processor, compliant with and operating under current Good Manufacturing Practices (“cGMP”) and capable of bulk processing cannabinoid-rich biomass cultivated by the acre. As shown in the following diagram, the Company has strategically positioned itself to take advantage of the next wave in the cannabis industry.

AITHER CONTINUES ITS EXECUTION

Aither Ingredients has assembled the components necessary to the make the Joint Venture a success:

  1. An Optimal Partner – Thar is a global leader in advancing supercritical extraction and purification technology with over 30 years of experience in design, manufacture, and operations. Thar will provide oversight and operational services to the Joint Venture to mitigate execution risk.
  2. An Ideal Location – The Company’s wholly-owned 103,000 square foot facility is in Lethbridge, Alberta, directly in the heart of Canada’s prolific “irrigation belt” and in close proximity to a majority of Canada’s industrial hemp production. Lethbridge is Western-Canada’s agri-food hub with two agriculture-focused post-secondary institutions, direct access to Canada’s transportation infrastructure and an agri-food focused labour pool.
  3. Low Cost Structure – The Company’s cost structure creates a distinct value proposition that provides a meaningful impact to our partners/customers’ bottom line while driving positive free cash flow for our shareholders. It is enabled by select equipment, our narrow supply chain focus on bulk process manufacturing, and the Company’s existing low-overhead structure.
  4. Feedstock and Product Flexibility – The Joint Venture’s bulk manufacturing process is designed to take advantage of current and long-term market conditions with the ability to batch process indoor, greenhouse, or outdoor (orchard/broad acre) feedstock at a very low cost compared to competitors’ “lab-scale” operations. The Joint Venture will also be equipped with the largest purification equipment to economically produce a diverse range of isolate products at scale to serve this ever-growing segment of the market.
  5. Nearly Half of Required Capital Secured $7.25 million of required capital has been committed through non-dilutive, low interest-rate secured debt, resulting in lower dilution to current shareholders and new investors. Upon finalization of its remaining financing (see details below), the Company’s business plan will be fully funded.
  6. Established Barrier to Entry – Given the preceding attributes, along with the significant capital requirement to replicate our business model, the Company’s competitive advantage is difficult to replicate – notably in a capital constrained environment. The Company expects its bulk business model to yield material free cash flow margins for its shareholders.

CORPORATE GOVERNANCE

Aither Ingredients has strengthened its Board of Directors with experience from bulk ingredient CPG, pharma, financial and capital markets. The Board of Directors is comprised of the following members:

Christine Hrudka, ICD.D, Chairperson

Ms. Hrudka is the Chair of the Canadian Pharmacists Association and has operated pharmacies for 30-years. She is a leader and an entrepreneur in the pharmacy and technology sectors sitting on the board of Smart Employee Benefits Inc and PharmaPod Ltd., a patient safety software company. She is a graduate of USask. and obtained her ICD.D designation in 2018.

Cam Battley – Strategic Advisor & Non-independent Director

Mr. Battley is the former Chief Corporate Officer of Aurora Cannabis Inc., a former pharmaceutical executive and “one of the cannabis industry’s most well-known figures” (Financial Post, December 23, 2019). With regard to the announcement, Mr. Battley stated: “Across virtually every segment of the cannabis industry, we’ve seen the clear need for companies – from the outset – to establish credible plans to achieve sustainable profitability. Aither’s business strategy for cannabinoid extraction and active ingredient production is simple, straightforward and smart. Bring important economic efficiencies to a new industry that needs them. Meet the needs of a wide range of industry participants for lower cost inputs. Maintain cost structure discipline with an overarching imperative of delivering profitable growth.

Barbara Feit, ICD.D Director, Chair of Governance/Compensation Committee

Ms. Feit is a CPA with 30+ years of experience in a variety of industries, both locally and abroad. She currently is the COO of Eau Claire Distillery Ltd. and was previously CFO of GABY Inc., a CSE-listed cannabis-brand house operating in the California market. Prior to GABY, Barb acted as the CFO and interim CEO for Big Rock Brewery.

Ron Hozjan, CPA Director, Chair of Audit Committee

Mr. Hozjan is a CPA with 30+ years of oil and gas experience and 20+ years as a senior financial officer. He is CFO of Aureus Energy Services, the former VP Finance & CFO of Tamarack Valley Energy and CFO of Vaquero Resources, acquired by RMP Energy.

Jason Kujath, ICD.D – CEO / Non-independent Director

Mr. Kujath acts as CEO/non-independent director of the Company. Regarding the update, he stated “Cam joining our Board is another vote of confidence in the business model. There is a need for the entire industry to move toward greater segmentation with access to low cost, bulk ingredients being one of the greatest impediments to further innovation. Aither Ingredients is the platform that will enable this next wave of industry disruptors.

CAPITAL PLAN SUPPORTED BY NON-DILUTIVE, LOW INTEREST DEBT AND NEW FINANCING

The ~$15 million of required capital will be funded through $7.25 million of non-dilutive, low cost 4.25% senior debt, that is already committed, and $7.5 million through a non-brokered financing of units, consisting of secured, subordinated convertible debentures and common share purchase warrants.

The unit financing is intended to provide significant upside through the conversion feature of the debentures and the share purchase warrants, as well as downside protection through second-lien security on its wholly-owned, 103,000 square foot general-use industrial building in Lethbridge, Alberta, which will house the joint venture and other potential tenants, and will have an estimated market value of $18.5 million.

ADVISOR

Everleaf Capital Corp. is acting as strategic advisor to Aither.

ABOUT AITHER INGREDIENT CORP.

Aither Ingredients is a Lethbridge-based, innovative specialty-ingredient manufacturer that focuses on the development of cannabis-based functional ingredients and is strategically located in the heart of Canada’s prolific “irrigation belt”. The Company’s joint venture with Thar is outfitting a 55,000 square feet bulk process-manufacturing facility that will be one of the only organic-certified and cGMP compliant processors actually capable of bulk processing cannabinoid-rich biomass cultivated by the acre. The Company continues to evaluate co-tenant(s) opportunities on the remaining 48,000 square feet of its wholly owned 103,000 square foot facility.

ABOUT THAR PROCESS, INC.

For 30 years, Thar and its affiliates have been a leading manufacturer of industrial-scale supercritical fluid extraction equipment in both the USA and Canada. Founded in 1990 by Dr. Lalit Chordia and based in Pittsburgh, Thar manufactures and develops ingredients in a cGMP certified facility that meet or exceed US regulations for consumer safety

CONTACT INFO

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This news release may include forward-looking statements including opinions, assumptions, estimates and, more particularly, statements concerning: the corporate strategy and plans of Aither Ingredients, including with respect to: the Joint Venture and the ability to exercise thereon; the development of a processing and manufacturing operation at the facility in Lethbridge, Alberta and the timing thereof, including expectations regarding extraction, purification and isolation capacity and production in respect thereto; capital requirements and proposed financing activities; and the ability to deliver free cash flow for the Company’s shareholders.

When used in this document, the words “will,” “anticipate,” “believe,” “estimate,” “expect,” “intent,” “may,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Aither Ingredients. Forward-looking statements are subject to a wide range of risks and uncertainties and, although Aither Ingredients believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to: regulatory and third party approvals not being obtained in the manner or timing anticipated; the ability to implement corporate and operational strategies; the state of domestic capital markets; changes in general market conditions; industry conditions and events; the size of the cannabinoid market; government regulations, including future legislative and regulatory developments involving cannabinoids; and competition from other industry participants.

Except as required by applicable laws, Aither Ingredients does not undertake any obligation to publicly update or revise any forward-looking statements.

This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Photos accompanying this announcement are available at:

https://www.globenewswire.com/NewsRoom/AttachmentNg/13382a0f-3399-4868-b6ce-2f72b26a78c8

https://www.globenewswire.com/NewsRoom/AttachmentNg/52cf3de2-0f9b-41ff-92d4-71499b4e2333

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