Exclusive and non-binding term sheet signed to allow Empower to completely divest itself of its cannabis-related activities
VANCOUVER, BC / ACCESSWIRE / July 21, 2021 / EMPOWER CLINICS INC. (CBDT: CSE) (8EC: Frankfurt) (EPWCF: OTCQB) (“Empower“or the”Company“) an integrated healthcare business – serving patients through medical centers, telemedicine platforms and a high-complexity medical diagnostic laboratory processing thousands of COVID-19 samples – L The company received and signed a non-binding condition sheet to enter into an agreement that would allow Empower to divest itself of its legacy cannabis assets and fully focus on its integrated healthcare business.
The associated non-binding agreement states that Andrea Klein and Dustin Klein (together the “Kleins”) will acquire 100% of Sun Valley Health Holdings LLC, Sun Valley Health Franchising, LLC, Sun Valley Health, LLC, Sun Valley Health West, LLC . , Sun Valley Health Tucson, LLC, Sun Valley Health Mesa, LLC, Sun Valley Alternative Health Centers NV, LLC, and all of their subsidiaries (collectively âSun Valleyâ).
âThis transaction will allow Empower to complete the divestiture of its legacy cannabis assets and focus on its integrated vision for healthcare,â said Steven McAuley. “We also expect that this divestiture will allow Empower to engage with a different range of partners – such as banks, auditors and advertising agencies – who had restrictions against engaging companies in the business. ‘cannabis space’.
The structure of the agreement is on a cashless and debt-free basis in which the consideration of US $ 1,000,000 is to be settled by the transfer from Kleins to, or as directed by the seller, of such number of shares. ordinary shares in Empower’s capital (each, a “Share”) is equal to $ 1,000,000 divided by the US dollar equivalent (based on the Bank of Canada daily exchange rate for converting Canadian dollars in US dollars on the applicable date) of the volume weighted average price of the shares on the Canadian Stock Exchange (the âCSEâ) for the 10 trading days ending on the date that is two business days before the trading date. closing of the acquisition (collectively, the âConsideration Actionsâ).
Completion of the transaction is subject to customary closing conditions, including completion of due diligence, negotiation of definitive agreements and receipt of all necessary approvals. If these conditions are not met, it is possible that the proposed transaction will not be completed under the conditions set forth herein or not at all. The parties plan to reach final agreements within the next 30 to 60 days.
This non-binding transaction will allow Empower to vigorously pursue its integrated health plan through initiatives such as the expansion of the national clinic and Kai Care testing solutions, as well as an aggressive acquisition strategy.
This press release is available on the verified Empower Clinics forum on AGORACOM for shareholder discussion, questions and engagement with management https://agoracom.com/ir/EmpowerClinics
Empower is an integrated healthcare company that delivers physical and mental well-being to patients through its clinics, with digital and telemedicine care, and world-class medical diagnostic laboratories. Backed by an experienced management team, Empower is aggressively expanding its clinical and digital presence across North America. Our Health & Wellness and Diagnostics & Technology business units are positioned to positively impact the integrated health of our patients, while simultaneously delivering long-term value for our shareholders.
ON BEHALF OF THE BOARD OF DIRECTORS:
Chief executive officer
Steven McAuley CEO
Business development and communication
DISCLAIMER FOR FORWARD-LOOKING STATEMENTS
This press release contains certain “forward-looking statements” or “forward-looking information” (collectively “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Forward-looking statements can often be identified by words such as “plans”, “continues”, “expects”, “plans”, “intends”, “believes”, “plans”, “estimates”, âCouldâ, ââ, âpotentialâ, âproposedâ and other similar words, or information indicating that certain events or conditions âcouldâ or âwill occurâ. The forward-looking statements contained in this press release include, without limitation, statements regarding: the expected benefits to the Company and its shareholders as a result of the acquisition of Kai Medical Laboratory; the terms of the transaction; the expected number of clinics and patients after closure; the potential future success of Kai Medical Laboratory, the Sun Valley franchise model; the launch of new health centers and their appearance; that the Society can provide health care to millions of Canadians; that new healthcare services can be added and that the Company will be positioned to be a market-leading service provider for complex patient needs in 2020 and beyond. These statements are only projections, are based on assumptions currently known to management, and are subject to risks and uncertainties which may cause actual results, performance or developments to differ materially. those contained in the forward-looking statements, including: that Kai The Medical Laboratory will successfully win any US government tender; that the MedX Health pilot program will be successful; that Empower will bring the MedX Health teledermatology product to health centers across North America; that the Company’s products may not perform as expected; that the Company may not be able to expand COVID-19 testing; that legislative changes may have an adverse effect on the activities and product development of the Company; that the Company may not be able to obtain adequate financing to pursue its business plan; that the company will be able to begin and / or complete the construction and tenant improvement for the Canadian clinics or the expansion of the Kai medical laboratory in 2Q 2021; that the sale of Sun Valley will be completed as planned; as general business, economic, competitive, political and social uncertainties; failure to obtain necessary approvals in connection with the proposed transaction; and other factors beyond the control of the Company. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do, what benefits the Company will derive from them. Readers are cautioned not to place undue reliance on the forward-looking statements in this press release, which are qualified in their entirety by these cautionary statements. The Company has no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, except as expressly required. by applicable laws.
SOURCE: Empower Clinics Inc.
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