Icanic Brands Closes Acquisition of THC Engineering

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VANCOUVER, British Columbia, May 07, 2021 (GLOBE NEWSWIRE) -- Icanic Brands Company, Inc. (CSE: ICAN, OTCQB: ICNAF) (“Icanic Brands” or the “Company”), a multi-state brand operator in California and Nevada, is pleased to announce, further to its news releases dated December 9, 2020 and April 15, 2021, it has completed the acquisition (the “Acquisition”) of THC Engineering, LLC (“THC Engineering”) and THC Engineering Holdings, LLC (“THC Holdings”, and collectively with THC Engineering, “THC”) pursuant to the terms of a share exchange agreement dated April 7, 2021 (the “Share Exchange Agreement”) among the Company, THC and the unitholders of THC (the “THC Unitholders”).

Pursuant to the terms of the Share Exchange Agreement and in consideration for the Acquisition, the Company agreed to issue 3,734,208 common shares in the capital of the Company (the “Consideration Shares”) to the Unitholders pro rata in proportion to their holdings of Units at the time of closing (“Closing”). Further, the Unitholders shall pro rata receive fifteen percent (15%) of net revenue profit derived from the Company licensing solely the intellectual property rights owned by THC throughout North America for a period ending until May 6, 2024.

In addition, subject to completion of certain technological milestones, the Company may issue additional common shares in the capital of the Company (the “Technology Shares”) to the Unitholders pro rata in proportion to their holdings of Units at Closing having an aggregate value of USD$2,750,000.

The Consideration Shares and Technology Shares, as applicable, are subject to escrow and/or resale conditions as required by applicable securities laws and the policies of the Canadian Securities Exchange.

None of the securities to be issued pursuant to the Acquisition have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued pursuant to the Acquisition are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the securities issued under an exemption from the registration requirements of the U.S. Securities Act will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under the U.S. Securities Act.