Hostile takeover from Agraflora versus private placement and joint venture from Abrazen-Devolli

September 11, 2019
Reading time 3 minutes

Eviana Health Corp.'s board is in the process of considering its options for shareholders in connection with various strategic alternatives, including those outlined below, and is in the process of retaining suitable professional advisers in that regard. Further disclosures will be made as this process progresses.

Proposed hostile takeover from Agraflora

On Aug. 9, 2019, Agraflora Organics International Inc., having previously communicated to the board (on July 27, 2019) through a non-binding letter of intent an interest in exploring a business combination with the company, announced that it intended to make an offer to purchase all of the issued and outstanding common shares of the company at a price of 1.694915 Agraflora shares for each Eviana share (based on the offer price of 50 cents per Eviana share and the closing price of Agraflora shares of 29.5 cents on Aug. 9, 2019). Agraflora has yet to formalize the offer.

Proposed private placement and joint venture from Abrazen-Devolli

On Aug. 26, 2019, the board received the signed letter of intent (LOI) from Company Abrazen-Devolli (Abrazen) group from Malta, outlining the intent to collaborate and enter into a proposed joint venture in regard to the production of CBD (cannabinoid) and THC (tetrahydrocannabinol) possibly in Macedonia, production of CBD-infused foods and beverages (using the existing facilities of Abrazen located in Kosovo), and other potential products. According to the Abrazen LOI, Eviana would allow Abrazen to purchase by way of private placement $4.5-million of units of Eviana at 50 cents per unit, each consisting of one common share and one common share purchase warrant, with each warrant exercisable into one common share for $1 (Canadian) for two years. As a term of the investment, Abrazen would acquire the right to appoint a member to Eviana's board, as well as its chief financial officer and chief executive officer.

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