Ottawa, Ontario, April 11, 2019 (GLOBE NEWSWIRE) -- The shareholders of LiveWell Canada Inc. (“LiveWell”) (CSE:LVWL)  today approved the amalgamation, previously announced on December 3, 2018, of LiveWell with Mercal Capital Corp. and Vitality CBD Natural Health Products Inc. There were 97% votes in favour of this amalgamation based on over 75 million casted voting shares. This was the final shareholder approval of the three companies and the new company is to be called Eureka 93 Inc. (the “Company”)

Subject to final approval by the Canadian Securities Exchange (the “CSE”), the Company will resume trading its securities on the CSE with a new stock ticker: ERKA.  The Company anticipates receiving final CSE approval sometime in April. It has also applied to list its securities on NASDAQ. 

The amalgamated company has been rebranded as Eureka93 with the tagline: Ingenuity. From the ground up. “This reflects the innovation and discovery at the core of our combined Canadian and U.S. operations and family of brands, including at the site of our first, large-scale hemp CBD extraction facility in Eureka, Montana, off US Route 93,” said David Rendimonti, Chief Executive Officer of the amalgamated company.

The Eureka93 facility in Montana was one of the first facilities in North America to extract hemp CBD on a large scale. The industry-leading extraction process has been continuously refined and re-engineered with a production capacity of 50 kilograms per day (kgs/day) of high-quality full hemp plant extract, CBD isolate powder for Tier One wholesale customers such as Tilray (refer to LiveWell’s announcement of March 14, 2019). By Q3 2019, the Company  expects to produce up to 100 kgs/day.

Eureka93 has added a second, considerably larger extraction facility in Las Cruces, New Mexico, which was originally built in 2008 for extracting renewable fuels from algae biomass. This facility will be retrofitted with a 125-metric tonne ethanol extractor at a projected cost of up to US$10M. Eureka93 expects to complete this project by the end of Q3, 2019. Once completed Eureka93 anticipates production from this facility to be 1,000 kgs per day.

The vertically integrated Company leverages cultivation, extraction, product formulation, manufacturing and distribution to provide high-quality, high-volume, high-margin product. The Company is already executing on its strategy to be the largest, most reliable supplier of wholesale hemp CBD products while it builds its consumer brands targeted at specific health, wellness and beauty markets in the United States and beyond.

“The merger uniquely positions us to capitalize on the multi-billion-dollar market for health, wellness and beauty products made from hemp CBD, other cannabinoids and natural products. This industry is still emerging but has rapidly evolved.  It is no longer just about scale. It’s about innovation, reliability and trust. You have to control the supply chain, be research-driven, define the standards, and have the best-in-class people and partners to realize what’s next. There’s a reason we called ourselves Eureka,” Mr. Rendimonti said.

Advanced Product Formulation and Manufacturing

The Company’s state-of-the-art product formulation and manufacturing facility near Windsor, Ontario, acquired through LiveWell’s purchase of Acenzia Inc., has achieved the highest standards of quality, purity and safety controls, with GMP (Good Manufacturing Practice) and GMP for Sport certification by the NSF International Standards body. It is also an FDA-registered facility and is certified by Health Canada. Throughout its nearly 20-year history, the pharma-grade facility, has combined science and technology in the development and manufacturing of natural health products such as sports energy powders, drinks, functional foods and probiotics. Eureka93 will leverage these capabilities to deliver CBD products to health and wellness markets.

Commercial Vision

With a senior leadership team from the pharmaceutical, consumer goods and natural health product industries, the Company plans to launch the first Eureka93 brand into the U.S. consumer market in Q3 2019. Designing CBD products that are accessible and effective for consumers will be a key differentiator for Eureka93, said Mr. Rendimonti. “We will be creating a family of brands and products that have clear, specific uses for targeted consumer groups.”

Research Excellence

From its extraction processes to a globally patented physiological research model that can rapidly test and validate the effectiveness of natural health products, Eureka93 is dedicated to creating next-generation CBD products and solutions. The Company’s research team plans to study the effects of CBD, other cannabinoids and natural molecules through ethical, in-vitro zebrafish modelling and scaling up that research through open partnerships with other research-focused organizations and academic institutions.

Special Meeting of Shareholders

In addition to the approval of the above amalgamation and new company name, the shareholders also approved the following resolutions:

  • Election of a new board of directors (see addendum, Leadership).
  • Consolidation of LiveWell’s issued and outstanding common and preferred shares on a 15:1 basis.  This share consolidation will also apply to all outstanding stock options and warrants.
  • Adoption of the Company’s Amended and Restated Stock Option Plan, authorizing a fixed stock option plan for the purchase of up to 25,949,924 common shares.
  • The termination of the LiveWell Escrow Agreements with the TSX-V.

 

 

About Eureka93

Eureka 93 Inc. is one of the largest hemp cultivation and extraction operations in North America. The vertically integrated company is dedicated to producing the highest-quality CBD products for its customers. Eureka93 is a design-driven company for creative solutions in systems, products, packages and services.

For more information visit www.eureka93.com

 

Cautionary Note Regarding Forward-Looking Statements

This release includes forward-looking statements about the Company and its business. Often, but not always, forward-looking statements can be identified by the use of words such as “plan”, “continue”, “expect”, “schedule”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements (including negative variations) that certain events or conditions “may” or “will” occur. Such statements are based on the current expectations of management. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of unknown and known risk factors and uncertainties affecting the Company. Further, the Company cautions that this foregoing list of material factors is not exhaustive, and readers are encouraged to read all Risk Factors disclosed in the LiveWell’s Management Discussion & Analysis dated October 26, 2018.

In respect of the forward-looking statements and information concerning the benefits of the above amalgamation and the timing of the CSE’s final approval for relisting, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time.  

The forward-looking information contained in this press release represents expectations of the Company as of the date of this press release and accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable securities laws.

 

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

 

SOURCE: Eureka 93 Inc.

www.eureka93.com

 

ADDENDUM

Eureka93 Leadership and Board of Directors

Mike Mueller, Chairman of the Board - Formerly President and CEO of MDS Capital Corp., and Vice Chairman and Head of Global Investment Banking for TD Bank Financial Group, Mr. Mueller has served on a number of corporate and non-profit boards, including as Chairman of PSP Investments. He is curently chairman of Laurentian Banking Group.

Bill MacKinnon, Audit Committee Chairman - A Chartered Professional Accountant, Mr. MacKinnon was CEO of KPMG Canada until his retirement in 2008. He has served on a number of corporate and non-profit boards, including Telus Corporation and The Public Sector Investment Board.

Paul G. Smith, Director - Chairman and CEO of Frontline Broadband Inc., Mr. Smith has held numerous leadership positions over his career, including CEO of Equity Financial Holdings, Chairman of VIA Rail Canada, and has served as Executive Assistant to the Prime Minister of Canada.

Owen Kenney, Director - A co-founder of Vitality CBD Natural Health, Mr. Kenney has more than two decades of experience in residential, agricultural, commercial and civil construction and operations.

Kent Hoggan, Director - Mr. Hoggan has more than four decades of experience as a U.S. real estate developer specializing in infrastructure, commercial and civil projects.

David Rendimonti, Chief Executive Officer and Director - Mr. Rendimonti has a 30-year track record leading top brands in the life sciences sector at some of the world’s most prominent healthcare organizations, including Johnson & Johnson and Wyeth Pharmaceuticals.

Robert Leaker, President and Chief Operating Officer - Mr. Leaker leverages a unique background in science, engineering and business finance at organizations such as Suncor, CIBC and Meridian Credit Union, and also brings significant experience in creating and commercializing new business ventures.

Steven Archambault, Chief Financial Officer (CPA, CA) - Mr. Archambault is an accomplished finance executive with more than two decades of experience at private and public companies, including AXIS Capital Holdings Limited (NYSE), International Datacasting Corporation (formerly on TSX) and Novra Technologies Inc. (TSX-V).

Leslie Cooke-Bithrey, Chief Talent Officer - Ms. Cooke-Bithrey is a senior talent leader with more than 20 years of experience maximizing organizational performance through people at private and public companies such as Carter’s Inc., Shoppers Drug Mart and The TDL Group Corp.

Peter Geimer, Chief Brand Officer – Mr. Geimer is a results-driven sales leader with more than 20 years of experience developing world-class brands and coaching commercial teams to market leadership in the pharmaceutical, biomedical, health and wellness sectors at organizations such as Eli Lilly, Pfizer, Bioventus and Roche.  

Patrick McGrade, General Counsel & Chief Administration Officer – With senior experience in the pharmaceutical and quick-service restaurant industries with Restaurant Brands International and GlaxoSmithKline. Mr. McGrade has a strong background in legal, regulatory, communications and government relations, and has led teams to manage risks in complex, ever-changing environments.

 

Deborah Stokes
Eureka93 Inc.
819 576 3789
dstokes@eureka93.com

Conrad Seguin
Eureka93 Inc.
437-226-7002
cseguin@eureka93.com

David Rendimonti
Eureka93 Inc.
819-718-2042