On November 16, 2018, both companies announced that they were planning to merge into one vertically integrated cannabis company. The merger had Invictus acquiring all shares of GTEC for over $100 million, creating what Invictus is calling “western Canada’s largest indoor vertically integrated cannabis company.”
As per the loan agreement, Invictus has since advanced the aggregate of $2.5 million convertible debt, fulfilling the requirements of a promissory note. GTEC plans to use these funds to advance its cannabis retail expansion strategy in Canada in connection with the non-binding letter of intent between Invictus and GTEC, initially announced on November 16, 2018.
The terms of the Promissory Note are as follows:
- the Convertible Debt shall bear interest at the rate of 8% per annum, calculated and paid in arrears;
- GTEC shall repay the Convertible Debt on or prior to October 19, 2020 (the “Maturity Date”);
- Invictus may convert the Convertible Debt, in whole or in part, into common shares in the capital of GTEC (“Common Shares”) at a price of $1.50 per Common Share, at any time prior to the last business day immediately preceding the Maturity Date, subject to approval of the TSX Venture Exchange; and
- the convertible loan facility may be increased up to $6 million at any time prior to the Maturity Date, upon mutual agreement of both parties.
The promissory note and any common shares issued upon conversion will be subject to the four month hold period from the date of issuance of the note, in accordance with applicable Canadian securities legislation.
Here is Chief Evangelist Officer, Gene Simmons from KISS on Invictus MD.
Furthermore, Invictus announced on November 26 that they completed the planned spin-off arrangement with Poda Technologies. Invictus hired Computershare Investor Services (CMSQY.Q) which mailed out a letter of transmittal containing instructions on how to exchange their Invictus common share certificates into those representing viable post-Arrangement Invictus and Poda shares.
Shareholders will receive:
(a) one post-Arrangement common share of Invictus (a “New Invictus Share”); and
(b) one common share of Poda (a “Poda Share”).
The Canadian postal strike could produce considerable delays and shareholders who have yet to receive their Letter of Transmittal can find an electronic copy at either www.invictus-md.com, or at the company’s SEDAR profile at www.sedar.com.
Poda Technologies chief product is multi-purpose vaporizer that can be paired with any vaporizable substance including, but not limited to, cannabis, tobacco, e-liquids, concentrates, and coffee. It uses patent-pending zero clean technology and offers biodegradable pods, and offers consistent performance.
Invictus is a global cannabis company that sells a selection of products under a wide range of brands. Their integrated sales approach can be summed up with five key points: medical, adult-use, international, LP to LP, and retail stores.
Full Disclosure: Both Invictus MD and GTEC Holdings are Equity Guru marketing clients.