Abattis Enters into Definitive Share Exchange Agreement with NutriVida - Stockpools

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Abattis Enters into Definitive Share Exchange Agreement with NutriVida

2019-01-11

Further to the new release dated Dec. 7, 2018, Abattis Bioceuticals Corp. has entered into a definitive share exchange agreement with 1157016 B.C. Ltd., doing business as NutriVida, a private arm's-length company incorporated in the province of British Columbia, pursuant to which the company will acquire 100 per cent of the issued and outstanding common shares of NutriVida.

In consideration for the Acquisition, and on closing thereof, the Company will issue an aggregate of 58,823,529 common shares (each, a "Share") in the capital of Abattis, pro rata, to the NutriVida shareholders at a deemed price of $0.085 per Share and make a cash payment of $250,000 as provided in the Agreement.

In addition, the Company has agreed to pay up to an aggregate of $10,000,000 to the NutriVida shareholders upon the achievement, by NutriVida, of certain performance milestones (each, a "Performance Milestone"). The milestones outline aggressive growth targets that include obtaining permits for several US states as well as significant revenue targets for up to $50,000,000 in cumulative revenue commencing on the entry of the Agreement.

Each Performance Milestone is payable in Shares based on the five-day weighted average price of the Shares on the Canadian Securities Exchange on the date prior to issuance.

Upon closing of the Acquisition, the board of directors of Abattis will be comprised of seven directors, of which six will be nominees of the Company and one of which will be a nominee of NutriVida.

"We are very excited about this acquisition," stated President and CEO of Abattis, Robert Abenante. "As we shift our focus and resources into revenue generation, the NutriVida acquisition complements our recent acquisition of Select Strains Inc. as well as our efforts to become a robust vertically integrated cannabis cultivation company."

The completion of the Acquisition is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence by both Abattis and NutriVida, approval of the Acquisition by the respective boards of directors, and other customary conditions normal for a transaction of this nature. There can be no assurance that the Acquisition will be completed as proposed or at all.

About NutriVida

NutriVida has been prominent in the fertilizer and cultivation industry for the past 25 years with vast wealth of knowledge and experience in researching, innovating, manufacturing, and selling all-natural, bio-safe, fertilizers and plant nutrients. NutriVida offers a complete line of plant products as well as a detailed "Feed Schedule" for soil & hydroponic systems to facilitate the harvest of large, healthy crops without sacrificing the environment. NutriVida also has a wide array of proprietary fertilizer brands specifically formulated for cannabis and cannabis cultivation, as well as other horticultural areas. NutriVida is located in Langley, British Columbia.

About Abattis Bioceuticals Corp.

Abattis is positioned to be a leader in the cannabis industry as a fully integrated medicinal cannabis company. The Company's flagship cultivation asset is located on beautiful British Columbia's Gabriola Island. Starting with 26,000 square feet and expandable across 8 acres, our Gabriola Green Farms Inc. ("Gabriola") facility plans to grow medical-grade marijuana as well as select craft strains of infamous "B.C. Bud". In addition, Abattis has been aggressively building its portfolio of complimentary assets which includes the acquisition of 140 genetic strains and a robust portfolio of fertilizers and nutrients, custom formulated for the emerging cannabis market.

Abattis has also continued to organically grow its products and services divisions as it strives to become one of the industry's most dynamic vertically integrated cannabis companies. This ranges from its Abattis-branded vaporizer line, now sold nationally in Shefield and Sons, to the recent launch of its first proprietary cannabinoid therapeutic, COMFORT{A ™}, formulated to treat chronic pain and inflammation. Abattis also continues to service the cultivation industry through its preferred service agreements with Northern Vine Canada Inc., a licensed laboratory which was recently sold to Emerald Health Therapeutics Inc., and Dicentra Inc., one of Canada's largest regulatory advisory firms.

To further its reach into the cannabis space, Abattis has made several strategic investments to ensure it has a piece of key evolving areas as the industry matures. One such investment is into cutting-edge research performed in partnership with the University of British Columbia and Mitacs, to research and develop nanoemulsified cannabinoid-rich hemp oil, as well as continuing to develop cannabinoid-infused products such as cannabinoid -rich beer and infused sunscreen. Abattis has also made key investments into XLABS Therapeutics (ONT) Inc., building one of Canada's largest cannabinoid manufacturing labs as well as into certain blockchain service and cryptocurrency platforms solely focused on cannabis product and service transactions.

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