World High Life PLC Announces Deferred Consideration and Issue of Equity

LONDON, UK / ACCESSWIRE / September 25, 2020 / On 18 October 2019, the Company announced the acquisition of Love Hemp Ltd ("Love Hemp"). The terms of the acquisition (the "Initial Terms") made provision for deferred consideration of up to a maximum of £4,000,000 to be paid to the vendors of Love Hemp (the "Sellers") as follows:

• £1,500,000 in cash on the date falling six months and one day from the date of completion, provided that at the Company's election it could alternatively pay to the Sellers an amount equal to £2,000,000 to be satisfied by the issue of ordinary shares of 1p each in the Company ("Ordinary Shares") calculated on a 10 per cent discount to the 10-day VWAP preceding the date of the issue of those shares (the "First Deferred Payment"); and
• £1,500,000 in cash on the date falling twelve months and one day from the date of completion, provided that at the Company's election it could alternatively pay to the Sellers an amount equal to £2,000,000 to be satisfied by the issue of Ordinary Shares calculated on a 10 per cent discount to the 10-day VWAP preceding the date of the issue of those shares

Pursuant to the Initial Terms, the Company was required either to pay the Sellers £1,500,000 in cash on 16 April 2020 or, within two business days of this date, to issue the Ordinary Shares to satisfy the First Deferred Payment. On 18 April 2020, the Company notified the Sellers that they would issue the Ordinary Shares to satisfy the First Deferred Payment but until this time they have not done so as they have been in active discussions with the Sellers as to varying the Initial Terms. The Company has today entered into a deed of variation with the Sellers to vary the Initial Terms (the "Revised Terms") so that the Sellers shall instead be paid as follows:

• 22,222,222 Ordinary Shares ("First Deferred Payment Shares") shall be issued and allotted to the Sellers on 25 September 2020 in their relevant proportions at a price per share of 9p. Pursuant to an escrow agreement also entered into today, the share certificates relating to the First Deferred Payment Shares shall be held by an escrow agent and the First Deferred Payment Shares may not be disposed of by the Sellers until the earlier of:
  • the termination of the relevant Seller's employment contract or any extension thereof;
  • the date three days before the closing date of the sale of the Seller's ordinary shares to a third party purchaser; or
  • at the request of the Seller, on the closing date of the sale or merger of the Company which results in new shareholders owning more than 51 per cent of the entire issued share capital of the Company
• £1,500,000 in cash on 15 January 2021, provided that at the Sellers' election it can alternatively pay to the Sellers an amount equal to £2,000,000 to be satisfied by the issue of Ordinary Shares calculated on a 10 per cent discount to the 10-day VWAP preceding the date of the issue of those shares

Tony Calamita and Thomas Rowland are the principal Sellers, and have each been allotted 10,000,000 of the First Deferred Payment Shares, such that each now has an interest in 23,500,000 Ordinary Shares, representing in each case 12.2 per cent of the Company's enlarged issued share capital.

As announced by the Company on 9 March 2020, the Company has raised £2,355,782 (before expenses) through the issue of convertible loans and convertible debentures ("Convertible Loan Notes") which are convertible into Ordinary Shares at a price of 10p per share at the election of the holders. The Company has now received notice from one of the holders electing to convert £12,121 into 121,210 Ordinary Shares at 10p per share and the Company has elected to convert the interest owing of £1,073 into a further 17,877 Ordinary Shares at 6p per share to issue in aggregate 139,087 Ordinary Shares ("Conversion Shares").

In addition, the Company has today issued and allotted 680,778 Ordinary Shares to certain advisers in settlement of fees at a price per share of 7.3p ("Adviser Shares")

Application will be made for the First Deferred Payment Shares, the Conversion Shares and the Adviser Shares to be admitted to trading on the AQSE Growth Market and admission is expected to become effective on 1 October 2020.

Following the issue of the First Deferred Payment Shares, the Conversion Shares and the Adviser Shares, the Company has 192,005,534 Ordinary Shares in issue, each share carrying the right to one vote. The figure of 192,005,534 should be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The Directors of the Company accept responsibility for the contents of this announcement.

About Love Hemp

Love Hemp is one of the UK's leading CBD and Hemp product suppliers and has more than 40 product lines, comprising oils, sprays and vapes and a variety of edible and water-based CBD products. Love Hemp has established relationships with over 1,200 stores in the UK, including leading brands such as Ocado, Holland & Barrett and WH Smith.

About World High Life

World High Life was established by the founders of Supreme Cannabis (TSX: FIRE), and 1933 Industries (CSE: TGIF), both companies at the forefront of the legalized cannabis industry. LIFE was established to take advantage of the huge opportunities available in the UK and European legal cannabis space, which is set to be the largest in the world within five years.

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For more information on World High Life please visit: www.wordhighlife.uk

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Cautionary Note Regarding Forward Looking Information

We seek safe harbour. Some statements contained in this news release are "forward looking information" within the meaning of securities laws. Forward looking information include, but are not limited to, statements regarding the use of proceeds of the non-brokered private placement and payment of the debt settlements. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases (including negative or grammatical variations) or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Investors are cautioned that forward-looking information is inherently uncertain and involves risks, assumptions and uncertainties that could cause actual results to differ materially. There can be no assurance that future developments affecting the Company will be those anticipated by management. The forward-looking information contained in this press release constitutes management's current estimates, as of the date of this press release, with respect to the matters covered thereby. We expect that these estimates will change as new information is received. We do not undertake to update any estimate at any particular time or in response to any particular event, except as required by law.

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SOURCE: World High Life PLC