Mr. Pratap Sandhu reports
PANGEA ACQUIRES AMINO INNOVATIONS
Further to the news release dated March 25, Pangea Natural Foods Inc. has acquired 100 per cent of the issued and outstanding shares of Amino Innovations Corp.
Amino is a newly formed company dedicated to advancing health and wellness by providing consumers with innovative peptide therapies through effective and accessible delivery systems. Amino's product line includes peptide formulations for stress management, gut health, longevity, hair health, skin repair and sleep health, amongst others. Amino intends to develop delivery systems as it becomes the world's first needleless peptide company.
Transaction overview
Pangea acquired 100 per cent of the shares of Amino in exchange for the issuance of an aggregate of 12 million common shares of Pangea at a deemed price of 20 cents per share. Certain members of Amino's management will continue to manage the operations of Amino.
The consideration shares were issued under prospectus exemptions pursuant to National Instrument 45-106 and are subject to contractual restrictions on transfer with 20 per cent of the consideration shares being released on the date that is 12 months following closing and a further 20 per cent on each six-month anniversary thereafter.
In the event that Amino achieves $2-million in revenue within the first 12 months following the closing date, an additional 20 per cent of the consideration shares will be released from escrow. In addition, in the event the company undergoes a change of control or reallocates Amino's capital without the written approval of Amino's management, all remaining consideration shares will be released from escrow.
A 15-per-cent finder's fee of 1.8 million Pangea shares was paid to arm's-length parties in relation to the transaction, all in accordance with the policies of the Canadian Securities Exchange.
About Pangea Natural Foods Inc.
Pangea is a food manufacturing company focused on manufacturing, co-packing and distributing high-quality plant-based food and health products across North America.
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