TORONTO, ON / ACCESSWIRE / October 17, 2024 / Justera Health Ltd. (CSE:VTAL)(OTC PINK:SCRSF) ("Justera"orthe"Company") is pleased to announce the successful closing of its acquisition of 100% of the issued and outstanding shares of Port North Extracts Inc. ("PortNorth") as of October 16, in accordance with the definitive agreement signed on September 30, 2024.
Transaction Summary:
Under the terms of the agreement, Justera acquired all the issued and outstanding shares of Port North in exchange for 80,000,000 common shares of Justera, issued pro rata to the shareholders of Port North at a deemed value of $0.02 per share. In addition, each Port North warrant held by shareholders at closing has been cancelled and exchanged for a Justera common share purchase warrant, allowing the holder to purchase one common share of Justera at an exercise price of $0.05 per share, under the same terms and conditions as the original Port North warrant. The Payment Shares will be subject to a hold period until 10 trading days following the date the ?Company either files (i) a business acquisition report, if required under applicable securities laws that include audited financial statement ?in connection with the transaction or (ii) consolidated final statements including Port North are made available. ?
The transaction was completed without the payment of any cash consideration, and there were no finders' fees associated with this transaction.
The acquisition of Port North positions Justera to further diversify its product offerings and expand its footprint in the growing cannabis sector. Port North is recognized for its specialized solventless extraction techniques and product lineup, which align well with Justera's commitment to providing innovative health and wellness solutions to its customers.
In connection with closing, Joshua Herman, the current ?CEO of Port North, has now joined the Board of Directors of the Company. ?
"We are thrilled to finalize this acquisition and welcome Port North into the Justera family," said Young Cho Lee, CEO of Justera Health Ltd. "This strategic addition not only enhances our product portfolio but also strengthens our position in the cannabis market. We look forward to leveraging Port North's expertise to deliver exceptional products and value to our customers and shareholders."
Justera is committed to supporting Port North's continued growth and innovation as it integrates the brand into its operations. The Company plans to capitalize on Port North's reputation and market presence to drive further expansion and profitability in the coming months.
About Port North
Port North is a Solventless Cannabis Extract Brand. Operating from its extraction facility in Port Elgin, Ontario, Port North utilizes specialized extraction techniques to provide pure, 100% solventless extracts for the recreational and therapeutic cannabis markets.
About Justera Health
Established in 2020, Justera Health Ltd. is a Canadian company focused on health and wellness. Through its services, innovative products, strategic partnerships, Justera empowers individuals to prioritize their well-being. With four subsidiaries, it offers personalized healthcare services and solutions, such as IV Vitamin Therapy, premium nutritional supplements through its Naturevan Nutrition brand, a full 360-degree wellness and spa experience through Juillet Wellness that provides registered massage therapy, acupuncture, and new retail stores in Vancouver. Justera's mission is to enhance Canadians overall well-being with diverse solutions catering to individual needs.
For additional information on Justera Health and other corporate information, please visit the Company's website at https://www.justerahealth.com/
For more information about the Company, please refer to the Company's profile on SEDAR+ at www.sedarplus.com.
Certain statements contained in this news release may constitute forward-looking information, including statements relating to the future development of Justera's business. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", and similar expressions. All statements included herein, other than statements of historical fact, are forward-looking ?statements, including but not limited to: the terms; the anticipated business plans, management structure, and future activities of the Company and Port North, including the Company's intention to integrate Port North into its business; and the anticipated benefits and synergies to be derived from the Transaction on the business of both Port North and the Company; and the date in which the consideration shares may become free-trading.
Forward-Looking Statements are based on assumptions, estimates, analyses and opinions of management of the Company at the time they were provided or made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including: (i) the integration of the business of Port North, and anticipated benefits therefrom; (iii) the ability to manage anticipated and unanticipated costs; (iv) achieving the anticipated results of the Company's strategic plans; (v) obtaining and maintaining all required licenses, approvals and permits, including regulatory approvals; and (vi) general economic, financial market, regulatory and political conditions in which the Company operates.
Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The actual results of Justera could differ materially from those anticipated in this forward-looking information as a result of the inability of Port North to complete the Financing, the inability to consummate the Transaction, including the inability to obtain required regulatory approvals and third-party consents and the satisfaction of other conditions, inputs, suppliers and skilled labour being unavailable or available only at uneconomic costs; changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws generally and adverse future legislative and regulatory developments involving medical and recreational marijuana, competitive factors in the industries in which Justera operates, prevailing economic conditions, changes to Justera's strategic growth plans, and other factors, many of which are beyond the control of Justera.
Management of Justera believes that the expectations reflected in the forward-looking information herein are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward‐looking information contained in this news release represents Justera's expectations as of the date hereof and is subject to change after such date. Justera disclaims any intention or obligation to update or revise any forward‐looking information whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.
Neither the Canadian Securities Exchange (the "CSE") nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
