TORONTO, Aug. 19, 2019 (GLOBE NEWSWIRE) -- Savanna Capital Corp. ("Savanna"), a capital pool company as defined under Policy 2.4 ? Capital Pool Companies (the "CPC Policy") of the TSX Venture Exchange (the "Exchange"), today announces that effective August 15, 2019, it has executed a first amendment (the "First Amendment") to the Amended and Restated Letter of Intent dated July 26, 2019 (the "Amended LOI") between Savanna and Varianz Corp. ("Varianz Corp") in order to provide Varianz Corp with the opportunity to engage in and conclude negotiations regarding the Potential Acquisition (as defined below) of a complementary business.
On June 5, 2019 (the "June Press Release"), Savanna announced it had entered into a binding letter of intent dated May 30, 2019 (the "LOI" and, together with the Amended LOI and First Amendment, collectively the "Letter Agreement") with Varianz Corp, that would constitute Savanna's "Qualifying Transaction" (as the term is defined in Exchange Policy 2.4 ? Capital Pool Companies) if completed (the "Transaction").
On July 26, 2019 (the "July Press Release"), Savanna announced it had entered into the Amended LOI with Varianz Corp.
The amendments made pursuant to the First Amendment are summarized below and the key terms of the Letter Agreement are more particularly described under the heading "The Transaction". All capitalized terms used, but not defined herein, shall have the same meaning as ascribed to them in the June Press Release and July Press Release.
FIRST AMENDMENT
BACKGROUND ON VARIANZ CORP. AND ITS SUBSIDIARIES
Varianz Corp.
Varianz Corp is a Colombia-based privately held corporation existing under the laws of the Province of Ontario. Varianz Bio Lab S.A.S ("Varianz Bio Lab"), a wholly-owned subsidiary of Varianz Corp (Varianz Bio Lab and Varianz Corp. are collectively referred to hereinafter as "Varianz"), is a biotechnology company focused on the medicinal cannabis industry, with headquarters in Bogotá, Colombia. Varianz intends to establish a vertically integrated operation to control a broad-scope value chain process from planting to processing cannabis, and ultimately producing high-quality medical cannabis oil extracts and other derivative products with rich CBD content.
Varianz Bio Lab has obtained from the Colombian Ministry of Justice and the Colombian Agricultural Institute, as applicable, licenses that:
Varianz Bio Lab has also applied, and is awaiting approval, for a transformation license, which will allow Varianz Bio Lab to manufacture, produce, commercialize and export psychoactive and non-psychoactive cannabis derivatives for national, international and research purposes (the "Transformation License"). The Transformation License is a pre-requisite to Varianz Bio Lab receiving its Psychoactive Crop License (as defined below).
As of the date hereof, Varianz Bio Lab has received conditional approval of a psychoactive crop license that will allow Varianz Bio Lab to harvest psychoactive cannabis for: (a) seed production for crops; (b) production of psychoactive cannabis derivatives (including sowing, production of clones, storage, trading, distribution, exportation and final sale to third parties); (c) industrial sale; and (d) scientific disposition (the "Psychoactive Crop License"). Varianz Bio Lab anticipates that it will receive the Psychoactive Crop License and the Transformation License in August of 2019.
Relevant unaudited financial information for Varianz Bio Lab is summarized below:
AS AT DECEMBER 31, 2018*
Assets | ||
Current | ||
Cash and cash equivalents | 1,632.03 | |
Trade debtors and other payables | 16,945.00 | |
Total current assets | 18,577.07 | |
Non-current | ||
Property, plant and equipment | 6,120.28 | |
Intangibles (Licences) | 44,358.94 | |
Total non-current assets | 50,468.41 | |
Total assets | 69,050.65 | |
Liabilities | ||
Trade and other payables | 80,716.05 | |
Total current liabilities | 80,716.05 | |
Total non-current liabilities | 0 | |
Total liabilities | 80,716.05 | |
Equity | ||
Share Capital | 1,631.72 | |
Income for the period | (13,306.30 | ) |
Total equity | (11,674.42 | ) |
Total liabilities and equity | 69,050.65 |
*Converted to Canadian Dollars from Colombian Pesos using exchange rate of COP 2456.81259 to CDN $1.00 effective on July 8, 2019.
About Savanna
Savanna is a Capital Pool Company (as defined in the policies of the Exchange) listed on the Exchange.
Further Information
For further information regarding the proposed Transaction, please contact:
Savanna Capital Corp.
Kenny Choi
Tel: (416) 861-2262
E-mail: [email protected]
Varianz Corp.
Alejandro Jimenez
Tel: (+57) 314 220-5410
Email: [email protected]
Certain statements in this release are forward-looking. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond the Company's control. The Company 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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