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Atlas signs agreement to acquire additional pharmacy and provides update

(Globe Newswire) Chatham, Ont. and Tel-Aviv, Israel — Atlas Global Brands Inc., a cannabis company with expertise across the value chain, announces that it has entered into a definitive agreement, signed May 17, 2023, for the acquisition of 51 per cent of the outstanding securities of an Israeli private limited liability company operating a medical cannabis pharmacy.

The proposed transaction is one of two proposed acquisitions previously announced on March 7, 2023 upon the company entering into binding letters of intent for the acquisition of a 51 per cent and 70 per cent interest in two medical cannabis pharmacies in Israel.

The pharmacy was granted a license to sell medical cannabis in October 2022 and annualized sales have since grown to approximately NIS 6.0 million (approximately CAD $2.2 million).

“The signing of the definitive agreement strengthens Atlas Global’s strategy to improve patient access to high-quality cannabis products, through new distribution points in primary locations in Israel. Atlas intends to continue leveraging our value chain expertise to offer a greater assortment and variety of quality offerings, while enhancing the patient experience. We believe that this acquisition will benefit both patients and our shareholders, while continuing to expand our footprint in the international cannabis market.” – Bernie Yeung, CEO, Atlas Global

Terms of the proposed acquisitions

Under the proposed transaction, Atlas will acquire a 51 per cent interest in the pharmacy for 1,132,000 common shares of Atlas Global and NIS 650,000 (equivalent to approximately CAD $239,743) payable at closing.

The cash consideration may be increased by up to NIS 2,050,000 upon the pharmacy’s revenue and profitability exceeding certain prescribed amounts for the financial years completed December 31, 2023 to 2025.

The proposed transaction includes a call option whereby Atlas Global can acquire, and the vendor has a put option to sell, the remaining 49 per cent interest in the pharmacy at a price equal to the revenue of the twelve-month period ended September 30, 2026, multiplied by 0.7. The put option is subject to satisfaction of conditions of profitability and good corporate standing.

The consideration shares will be subject to a lock-up period of 36 months during which 15 per cent shall be released every six months, commencing on the six-month anniversary of the closing.

The final structure of the proposed transaction shall be determined by the parties subsequent to the receipt of tax, corporate, and securities law advice.

The proposed transaction is subject to receipt of all necessary regulatory approvals and other customary conditions precedent.

The proposed transaction was negotiated at an arms’ length and will not constitute a fundamental change or result in a change of control of the company within the meaning of the policies of the CSE. No finder’s fees are payable in connection with the proposed transaction.

The proposed transaction is expected to close in calendar Q4 2023.

Update on previously announced acquisitions

In addition, as previously announced on February 7, 2023, the company entered into a definitive agreement to acquire one trading house and majority interests in two additional purpose-built cannabis pharmacies in Israel and as announced on March 7, 2023, entered into two binding letters of intent to acquire 51 per cent and 70 per cent  of the outstanding securities of two additional cannabis pharmacies in Israel.

The company is awaiting regulatory approval for previously announced acquisition 1 and expects the previously announced transaction 1 will complete in calendar Q3 2023. The company and the other party to previously announced acquisition 2, continue to settle the terms of the definitive agreement for the acquisition of a 70 per cent interest in the remaining pharmacy.