IGNITE International Brands, Ltd. (CSE:BILZ, OTCQX: BILZF) (“IGNITE” or the “Company”), a global consumer packaged goods brand, is pleased to announce the closing of the previously announced acquisition (the “Acquisition”) of the remaining 90% of the issued and outstanding equity securities of Ignite Distribution, Inc. (the “Target”) that it did not previously own. As described below, the parties agreed to vary the consideration payable for the purchase of the shares relative to what was previously announced, which variations benefited the Company. As a result of the completion of the Acquisition, IGNITE now owns 100% of the issued and outstanding shares of the Target.
IGNITE purchased 10% of the outstanding equity securities of the Target from ECVD/MMS Wholesale LLC (“MMS”) and 80% of the outstanding equity securities of the Target from International Investments, Ltd. (“II”). II is a related party of IGNITE by virtue of it being affiliated with Veritas Investments, Ltd. and Vulcan SKN, two entities that own approximately 16% of the issued and outstanding securities of the Company (assuming the conversion of all Proportionate Voting Shares to Subordinate Voting Shares). In addition, as previously announced, II is also holding a convertible debenture that was issued by the Company with a principal amount of CA$5 million, thereby permitting II to convert the principal outstanding thereunder to subordinate voting shares of the Company at a price of CA$1.58.
As consideration for the purchase of the shares of the Target, as amended from what was previously announced, IGNITE (i) issued to II an unsecured promissory note (the “II Note”) in the amount of US$3.35 million (compared to US$4.35 million as was previously announced), bearing an annual interest rate of 10%, maturing on June 11, 2022; the II Note shall be repayable on the earlier of (x) the Company having consolidated annual EBITDA of at least US$10 million, as reported on its quarterly or annual financial statements and calculated in the ordinary course AND the Company having unencumbered cash of at least US$10 million during the same reporting period; and (y) two years from the Closing Date, with II being permitted to convert the II Note at any time prior to its maturity at a price per Subordinate Voting Share of CA$1.54; (ii) issued to MMS an unsecured promissory note (the “MMS Note”) in the amount of US$500,000, bearing an annual interest rate of 10%, maturing on December 11, 2021, with either the Company or MMS being permitted to convert the MMS Note at any time prior to its maturity at a price per Subordinate Voting Share equal to the greater of (x) CA$1.53, being the closing price on May 28, 2020; and (y) 110% of the closing market price of the shares on the last trading date immediately prior to the conversion of the MMS Note; and (iii) issued 285,205 Subordinate Voting Shares to II and 35,651 Subordinate Voting Shares to MMS.
Ignite also announces today the release of its financial and operating results for its fiscal year ended December 31, 2019, and updated its previous Listing Statement dated May 30, 2020. The Company’s Management Discussion and Analysis for the year, along with the audited consolidated financial statements and all previous public filings, may be found under the Company’s profile on SEDAR at www.SEDAR.com and on the CSE Filing Portal.
IGNITE is a global consumer brand, operating in the premium product segment of the market. Founded by Dan Bilzerian, the Company’s ‘quality-first’ approach is fundamental to the brand and its products. Originally operating in the cannabis and hemp-derived cannabidiol (CBD) wellness space, IGNITE was able to establish its brand awareness. IGNITE product categories now include a full line of CBD oil tinctures, CBD topicals, CBD pet products and CBD vape devices, produced by various partners and sold through select distributors, brick and mortar retailers, and online through the Company’s website, ignite.co. The IGNITE THC product line, which was launched subsequent to the CBD product line, incorporates quality, locally sourced, cannabis products.
Since the launching of its THC and CBD products, the Company has expanded into the beverage space, launching a full line of functional performance enhancing drinks. The IGNITE beverage line currently consists of PH-alkaline balanced water, a line of premium performance drinks, named Z-RO as well as a gluten-free, seven-time distilled vodka. IGNITE beverages will be distributed nationally within the United States and available to purchase on the IGNITE beverages website, IgniteBeverages.co.
IGNITE is a socially responsible company and is committed to using its marketing and brand power as a positive catalyst for a healthy lifestyle. The IGNITE management team believes that socially responsible oriented actions have a positive impact on the Company, its employees and its shareholders.
Shares of IGNITE are listed on the Canadian Securities Exchange (CSE) under the symbol “BILZ” and quoted in the United States on the OTCQX under the symbol “BILZF”.
Further information on IGNITE can be found on the Company’s website at ignite.co
For further information, please contact:
Linda K. Menzel, General Counsel