05:06:50 EDT Fri 29 Mar 2024
Enter Symbol
or Name
USA
CA



Red Light Holland Corp
Symbol TRIP
Shares Issued 335,262,421
Close 2022-10-04 C$ 0.10
Market Cap C$ 33,526,242
Recent Sedar Documents

Red Light Holland acquires MiniChamp

2022-10-05 13:08 ET - News Release

Mr. Todd Shapiro reports

RED LIGHT HOLLAND CLOSES ACQUISITION OF MINICHAMP BV, ADDING AN ADDITIONAL ESTABLISHED MUSHROOM FARM, IN THE NETHERLANDS

Red Light Holland Corp.'s wholly owned subsidiary, RLH Netherlands BV, has acquired MiniChamp BV, a home grow mushroom farm, one of the Netherlands' premier mushroom home grow kit businesses, offering a wide variety of quality and exotic mushrooms. MiniChamps is currently a profitable business servicing consumers across 20+ European countries. The idea behind MiniChamp, much like Red Light Holland's Happy Caps home grow mushroom farm in Halifax, Nova Scotia is that everyone can grow their own mushrooms at home. Please visit www.MiniChamp.nl for more information.

Highlights:

  • MiniChamp BV specializes in home cultivation packages for mushrooms for close to 30 years
  • Acquisition of MiniChamp BV home grow mushroom farm will immediately expand Red Light Holland's strategy of selling mushroom home grow kits via retail and on-line across Europe
  • Red Light Holland plans to utilize MiniChamp's production farm and mass distribution relationships to over 20 EU countries and over 100 retail shops to help with the launch of Mistercap LLC Mushroom Home Grow Kits, who will be receiving marketing advisory services from the multi-platinum-selling, GRAMMY(TM) and Golden Globe(TM) Award-nominated recording artist Wiz Khalifa for the new MISTERCAP brand and who will leverage his social media presence to promote these legal mushroom products in Q1 2023
  • Red Light Holland aims to produce and launch a brand-new product: Home Grow Magic Truffles' kits to sell to the adult, responsible use market in The Netherlands with the production to occur at the MiniChamp production facility, in The Netherlands

The transaction is immediately revenue accretive, and the Company will aggressively pursue additional revenue growth opportunities, including introducing MiniChamp's products to hundreds of more retail shops via SR Wholesale, RLH Netherlands' wholly-owned wholesale company, which has established a distribution network to over hundreds of retail shops that sell products across Europe. MiniChamp's founder, CEO, Jan Koot (the "Vendor") brings a wealth of growing expertise as he has operated one of The Netherlands' biggest mushroom farms called FreshChamp and his 'know how' will be invaluable for Red Light Holland's broader and future operations, including immediately developing Magic Truffles Home grow kits for the legal Netherlands market. Additionally, this expertise can be relied upon as the Company considers introducing functional mushroom products in the future. Mr. Koot has agreed to an initial services agreement until Jan 1, 2025. Finally, the MiniChamp's product suite will serve as a strong platform to launch grow-at-home products across Europe of varying species and strains, including psilocybin mushrooms in the future, if and when regulations permit.

"This is a great day for Red Light Holland shareholders! One main goal with this strategic acquisition of MiniChamp is the future production of Mistercap's home grow mushroom kits, who will be receiving marketing advisory services from Wiz Khalifa, as he plans on leveraging his social media presence to promote these legal mushroom products. We now own an operating and experienced producer, distributor and an online store for mushroom home grow kits in Europe, from which Red Light can easily roll out Mistercap LLC products. As many know, we own a majority stake in Happy Caps grow-at-home mushroom farm in Halifax, where we continue to learn about the popularity of these unique consumer items, which have increased sales year over year. Through this experience, we have learned that people truly love to grow their own variety of mushrooms. They are healthy, they are affordable, they are a wonderfully unique experience; and most importantly in the Netherlands - we can immediately work on producing 'grow at home Magic Truffles kits!' I know I can't wait to try one," said Todd Shapiro, CEO and Director of Red Light Holland. "As I've made clear in the past, we are planning for and believe in an entire world where one day adults may legally have affordable and equitable access to naturally-occurring psilocybin, and much like Cannabis here in Canada, which permits adults to cultivate up to 4 cannabis plants per household, we hope one day adults will be able to grow magic mushrooms at home for responsible, personal use and potentially approved natural-occurring medicinal use. In the meantime, we will collect and build on adding customer and retailer lists, so we can instantly reach out for future distribution of psilocybin home grow products, if and when that day happens, while we focus on brand growth and immediate revenues via legal mushroom grow-at-home kits across North America and now Europe; as well as, magic truffles home grow kits in The Netherlands. We are proud of our creative and focused strategy," added Mr. Shapiro.

Acquisition Terms:

The Acquisition was completed pursuant to the terms of the definitive agreement (the "Acquisition Agreement") dated October 4th, 2022, pursuant to which Red Light Holland acquired 100% of the issued and outstanding shares of MiniChamp for euros625,000. The consideration was comprised of euros550,000 cash and 981,466 common shares of the Company (the "Red Light Shares"), with a deemed price of $0.1009 per Red Light Share, being the 10-day volume weighted average price of the Red Light Shares on the Canadian Securities Exchange immediately prior to the closing of the Acquisition. The Acquisition Agreement provides for up to euros100,000 of earn out payments to be made to the Vendor subject to reaching certain sales milestones. The Red Light Shares issued as consideration will be subject to a contractual hold period of two years from the date of closing, with 25% released every six months.

Red Light Holland and The MISTERCAP brand is committed to creating educational and responsible use messaging in relation to the use of any products made available by the brand. Red Light Holland and Mistercap LLC will share further details on the MISTERCAP products in both North America and in Europe, team, and vision in the weeks to come. MISTERCAP products will be intended to help promote a healthy lifestyle. No MISTERCAP and/or Red Light Holland products are intended to treat or cure any medical conditions and are in no event a substitute for professional medical care. No statements made by Red Light Holland, Mistercap LLC or Wiz Khalifa have been evaluated by the United States Food and Drug Administration or any other similar body of another jurisdiction, and are in no event a substitute for professional medical care. Red Light Holland, Mistercap LLC and Wiz Khalifa encourage all consumers to speak with their doctors and professional medical advisors for any solutions that may be appropriate for each person individually.

About MiniChamp B.V.:

MiniChamp BV, located in Horst, The Netherlands has been around for about 30 years and has grown into the specialist in the field of home cultivation packages for mushrooms. The idea behind MiniChamp is that everyone can grow their own mushrooms at home. It can't get any fresher and everyone can do it. With relationships to over 100 retail shops in 20+ countries across Europe, customers are also introduced to the cultivation method in an instructive way. Mushrooms are a healthy food and various types can even serve as a meat substitute, such as shiitake and oyster mushrooms. MiniChamp also includes various tasty preparation methods under the heading recipes. All MiniChamp's products are available as organic. MiniChamp BV is Skal certified.

About MISTERCAP:

MISTERCAP is a mushroom wellness brand founded in 2022 to create innovative functional mushroom wellness products and is affiliated with multi-platinum-selling, GRAMMY(TM) and Golden Globe Award-nominated recording artist Wiz Khalifa, who provides marketing advisory services to the company. More information will be made available in the coming weeks on MISTERCAP.COM and INSTAGRAM.COM/MISTERCAP.

About Red Light Holland:

The company is an Ontario-based corporation that specializes in the mushroom industry, and specifically home grow kits for functional natural mushrooms, while being engaged in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of premium brands of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.

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