Eve & Co Announces Shares for Debt Transaction
STRATHROY, Ontario, Jan. 31, 2022 (GLOBE NEWSWIRE) — Eve & Co Incorporated (“Eve & Co” or the “Company”) (TSX-V: EVE; OTCQX: EEVVF) is pleased to announce it has entered into debt settlement agreements (the “Debt Settlement Agreements”) with certain directors, officers, employees, and debentureholders (the “Parties”) whereby it has agreed to settle an aggregate of $657,000 in payables (the “Payables”) owed to the Parties related to expenses, loans and services rendered to the Company up to January 2022 in exchange for an aggregate of 5,189,606 common shares in the capital of the Company (the “Settlement Shares”). The Company is proposing to issue the Settlement Shares to settle the Payables in order to preserve cash for general working capital purposes.
Pursuant to the terms of the Debt Settlement Agreements, the Company has agreed to issue an aggregate of 908,677 Settlement Shares at a deemed issuance price of $0.12 per Settlement Share in full and final satisfaction of $109,041 of certain trade payables, directors’ fees, and salaries and an aggregate of 4,280,929 Settlement Shares at a deemed issuance price of $0.128 per Settlement Share in full and final satisfaction of $547,959 owed to the holders of the Company’s outstanding 10% unsecured convertible debentures that were issued on December 11, 2020.
Insiders of the Company (the “Insiders”) are expected to receive 1,916,667 Settlement Shares in settlement of $242,500 of debt. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the settlement of the Payables will constitute a “related party transaction” as the Insiders are considered to be related parties to the Company. The Company will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities to be distributed to, and the consideration received from, the Insiders will not exceed 25% of the Company’s market capitalization. The settlement of the Payables has been approved by all of the independent directors of the Company. All securities issued pursuant to the Debt Settlement Agreements will be subject to statutory and TSX Venture Exchange (“TSXV”) hold periods until the date that is four months and one day from the date of issuance.
Settlement of the Payables and issuance of the Settlement Shares is subject to the acceptance of the TSXV. There is no guarantee that such conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.
ABOUT EVE & CO
Eve & Co, through its wholly-owned subsidiary Natural Medco Ltd. (“NMC”), holds cultivation and processing licences under the Cannabis Act (Canada) for the production and sale of various cannabis products, including dried cannabis, cannabis plants and extraction of cannabis oil and has received its European Union certificate of Good Manufacturing Practice. NMC was Canada’s first female-founded licensed producer of medicinal marijuana and received its cultivation licence from Health Canada in 2016. Eve & Co is led by a team of agricultural experts and has a licensed 1,000,000 square foot greenhouse located in Strathroy, Ontario.
The Company’s website can be visited at www.evecannabis.ca.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur, and include, but are not limited to, the negative of these words or other variations on these words or comparable terminology. 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 involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Forward-looking statements contained in this release include statements with respect to the completion of the debt settlement contemplated in the Debt Settlement Agreements and the ability of the Company to attain the TSXV approval required for the issuance of the Settlement Shares, amongst other matters. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements, including general business and economic conditions, changes in laws and regulations, product demand, changes in prices of required commodities, competition, the effects of and responses to the COVID-19 pandemic and other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s management’s discussion and analysis dated April 30, 2021 (the “MD&A”) and filed with Canadian securities regulators available on the Company’s issuer profile on SEDAR at www.sedar.com. The Company cautions that the list of risks, uncertainties and other factors described in the MD&A is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances unless otherwise required to do so by law.
For further information, please contact:
Melinda Rombouts
President and Chief Executive Officer Eve & Co Incorporated
Telephone: (855) 628-6337
47420341.2
