Edmonton, Alberta–(Newsfile Corp. – January 28, 2022) – Radient Technologies Inc. (TSXV: RTI) (“Radient” or the “Company”), a commercial manufacturer of diverse, novel, and high-quality cannabis extracts and packaged products, is pleased to announce that it has successfully completed the Company’s previously announced acquisition of all of the issued and outstanding securities of Tunaaaaroom Xtracts Inc. (the “Target”), an Alberta cannabis company (the “Acquisition”). The terms of the Acquisition were set out in a share exchange agreement effective November 29, 2021, among the Company, the Target, and the Target’s shareholders, Tunaaaa Room Inc. and Pioneer Laboratory Nutraceuticals Ltd. (the “Share Exchange Agreement”). The Share Exchange Agreement was subsequently amended by an amending agreement effective January 6, 2022, pursuant to which Tunaaaa Room Inc. was replaced as a shareholder and vendor of the Target by its two shareholders. For more information about the Acquisition, please see the Company’s press release dated November 29, 2021, which is available under the Company’s SEDAR profile at www.sedar.com.
In consideration for the Acquisition, Radient issued a total of 70 million of its common shares at a deemed price of $0.12 per share (the “Payment Shares”) and 15 million common shares purchase warrants (the “Warrants”), pro rata, to the former shareholders of the Target. Each Warrant is exercisable by the holder to acquire one common share of Radient for $0.15 for a period of two years following completion of the Acquisition. The Payment Shares, Warrants and common shares underlying the Warrants are subject to a four-month hold period, expiring on May 29, 2022. As additional consideration, Radient agreed to issue up to an additional 25 million of its common shares (the “Performance Shares”), pro rata, to the vendors of the Target at a deemed price of $0.12 per share upon the satisfaction of certain performance targets set out in the Share Exchange Agreement, as amended. The Performance Shares, if any, shall be subject to a hold period expiring four months following the date of issuance. Radient will also pay royalties of 1% of all revenue generated by the Company from sales of certain products pro rata to two of the vendors of the Target and the sole shareholder of Pioneer Laboratory Nutraceuticals Ltd., subject to certain conditions and limitations set out in the Share Exchange Agreement, as amended.
The Acquisition is an arm’s length transaction for the purposes of the policies of the TSX Venture Exchange (“TSXV”) and remains subject to final approval of the TSXV. Radient did not pay any finder’s fees in connection with the Acquisition.
Tunaaaaroom Extracts Inc. entered a licensing and co-develop agreement with Radient in December 2020 for development and sales of premium cannabis products, which are now sold through provincially licensed retailers in seven Canadian provinces and territories.
Radient announces that it has completed its previously announced shares for debt settlements of $281,500 owed to various third-party creditors (the “Shares for Debt Settlement”) after being granted approval by the TSXV. Pursuant to the Shares for Debt Settlement, the Company has issued 4,691,668 common shares, all of which are subject to a four month and one day hold period expiring on May 29, 2022. For more information about the Shares for Debt Settlement, please see the Company’s press release dated December 31, 2021, which is available under the Company’s SEDAR profile at www.sedar.com.
Radient also announces that Mr. Yves Gougoux has resigned as director of the Company effective January 28, 2022, to pursue other interests. The board and management of the Company express their gratitude to Mr. Gougoux for his efforts and extensive contributions and wish him well in his future endeavours.
Radient Technologies is a commercial manufacturer of diverse, novel and high-quality cannabis extracts and packaged products. Radient develops specialty products and ingredients that contain a broad range of cannabinoid and terpene profiles while meeting the highest standards of quality and safety. Radient is focused on innovation with expertise in formulations and technologies offering unique solutions in the cannabis and wellness space. RadientInc.com
Harry Kaura, CEO & Director
Ph: 780 465 1318
Forward Looking Information:
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Acquisition, including with respect to the issuance of the Performance Shares and royalty payments, as described in the Share Exchange Agreement, as amended. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Radient, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; risks associated with operation in the cannabis sector; and other risks inherent in the cannabis industry. Although Radient has attempted to identify important factors that could cause actual results to differ materially from those contained in 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 information 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 information. Radient does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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