- SpeakEasy has entered into an agreement to acquire British Colombia psychedelic company Karolos.
SpeakEasy Cannabis Club Ltd. (CSE: EASY), a holder of a federal licence to cultivate, process and sell cannabis under the Cannabis Act, is pleased to announce that it has entered into a share purchase agreement dated June 24, 2021 among the Company, Karolos Research Inc. (“Karolos”) and each of the security holders of Karolos (the “Definitive Agreement”) in connection with the proposed acquisition (the “Acquisition”) of all of the issued and outstanding securities of Karolos (the “Karolos Securities”).
Pursuant to the Definitive Agreement, SpeakEasy would acquire all of the Karolos Securities in exchange for the issuance of 11,500,000 common shares in the capital of SpeakEasy (the “Consideration Shares”) and 3,000,000 common share purchase warrants (the “Consideration Warrants”). Each Consideration Warrant entitles the holder to acquire an additional common share of the Company at an exercise price of $0.59 per share for a period of 24 months following the date of issuance. In accordance with the terms of the Definitive Agreement, 2,000,000 of the Consideration Shares will be subject to a contractual hold period of 4 months from the date of issuance and an additional 2,000,000 Consideration Shares will be subject to a hold period of 1 year from the date of issuance, with 25% of such shares being released to the holder every 3 months during such year.
Karolos is a British Columbia company operating in the psychedelics space. If completed as proposed, the Acquisition would include an existing cash balance of approximately $1,000,000, intellectual property associated with a digital psychedelic database known as “XCYBIN” and a natural health company, known as Genetico Research, that expects to specialize in product development in the cannabis industry, with a main focus on bringing CBG/CBD products to market. These CBG/CBD products are not expected to contain any psychoactive ingredient, making them more accessible to potential clients who would like to receive the medicinal benefits of cannabis without the psychoactive ingredient of full spectrum cannabis products.
SpeakEasy believes that the legalization of the recreational use of psychedelic mushrooms will progress before any other substance in the psychedelic space. SpeakEasy expects, upon receipt of a licence from Health Canada, to commence cultivating unique strains of magic mushrooms for lab testing and cataloging in order to receive an in-depth understanding of potency, yield and delivery metrics. Through extraction, research and development, it aims to create quality and consistency for specific dose types, so that users can reap the benefits of psilocybin without the hallucinogenic effects.
If the Acquisition is completed, SpeakEasy intends to use the XCYBIN platform to service medical users of psilocybin once it is licenced to do so and, if and when the recreational use of psilocybin is legalized in Canada, to generate cash flow through the low-cost of cultivation, selling highly effective, high margin products.
“We believe in a world where everyone can experience the benefits of psilocybin. The company is focused on becoming the world’s online destination to learn about psilocybin, find magic mushroom strains and help make decisions on what is best for each person. We’re committed to education and science-based information that unites communities across borders and propels our industry ahead. This project is nearing 3 years of development and optimization of the platform and we anticipate launching in the coming months.”Marc Geen, Founder, SpeakEasy
The Company is at arms-length to Karolos and each of the holders of the Karolos securities. If completed, the Acquisition would neither constitute a fundamental change for the Company, nor result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange.
The completion of the Acquisition is subject to a number of conditions; including, without limitation, the approval of the Canadian Securities Exchange and the approval of the Company’s minority shareholders. The Company anticipates calling a special meeting of shareholders in the coming weeks with a view to seeking minority shareholder approval for the Acquisition.