1933 Industries Announces the Completion of the Purchase of 9% Interest of Cultivation and Production Subsidiary

Rhea-AI Summary

1933 Industries has completed the acquisition of the remaining 9% membership interest in Alternative Medicine Association LC (AMA) through its subsidiary FN Pharmaceuticals. The transaction, valued at USD$50,000, was split between USD$25,000 in cash and USD$25,000 in company shares (5,503,450 shares) issued to seller Caleb Zobrist. The share price was determined using the 10-day VWAP as of November 27, 2024. The shares are subject to a hold period in Canada until October 1, 2025. As Zobrist was a senior officer during the agreement, the transaction qualifies as a related party transaction under MI 61-101, though the company is exempt from formal valuation and minority shareholder approval requirements as the value is below 25% of market capitalization.

Positive

• FN Pharmaceuticals now owns 100% of AMA, consolidating full control of the cultivation and production subsidiary
• Transaction value of only USD$50,000 represents a relatively small capital outlay for complete ownership

Negative

• Share issuance of 5,503,450 shares causes minor dilution to existing shareholders

VANCOUVER, BC / ACCESS Newswire / June 2, 2025 / 1933 Industries Inc. (the "Company" or "1933 Industries") (CSE:TGIF)(OTC PINK:TGIFF), a Nevada-focused cannabis cultivator and producer, is pleased to announce the completion of the amended Membership Interest Purchase Agreement (the "MIPA") entered into by its wholly owned subsidiary, FN Pharmaceuticals, and Mr. Caleb Zobrist (the "Seller") to acquire his nine percent (9%) of the issued and outstanding membership interests of Alternative Medicine Association LC ("AMA") (refer to news releases dated April 8, 2024 and May 22, 2025). The transaction closed on May 30, 2025.

With the completion of the MIPA, FN Pharmaceuticals now owns 100% of the membership interest in AMA, the Company's cultivation and production subsidiary.

Under the amended MIPA, the purchase price (the "Purchase Price") for the Membership is a total of USD$50,00, payable to the Seller USD$25,000 in cash and USD$25,000 through the issuance of shares of common stock of 1933 Industries (the "Shares"). The final number of Shares to be issued to the Seller is 5,503,450 as determined via the 10 day VWAP price of the Shares on November 27, 2024, being the date the transactions contemplated by the MIPA were approved by the Nevada Cannabis Compliance Board.

The Shares are subject to a hold period in Canada expiring on October 1, 2025. Additional restrictions will apply pursuant to the Securities Act of 1933, as amended.

As Mr. Zobrist was a senior officer of the Company at the time the MIPA was entered into, he is a "related party" to the Company within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the transaction constitutes a "related party transaction" within the meaning of MI 61-101.

The Company intends to rely on exemptions from formal valuation and the minority shareholder approval requirements of MI 61-101 found in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the transaction does not constitute more than the 25% of the Company's market capitalization.

About 1933 Industries Inc.

1933 Industries is a Nevada-based licensed wholesale producer, focused on the cultivation and extraction of a large portfolio of cannabis consumer products in a variety of formats under its flagship brands, Alternative Medicine Association (AMA) and Level X. Its product offerings are cultivated at the Company's 68,000 sq. ft. indoor facility and marketed directly to retail dispensaries. AMA branded flower, infused pre-rolls, and in-house boutique concentrates consistently rank as the top products sold in Nevada. For more information, please visit www.1933industries.com

For further information please contact:
Alexia Helgason, VP, Investor Relations
604-728-4407
alexia@1933industries.com

Brian Farrell, Chairman and CEO
brian@1933industries.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Notice regarding Forward Looking Statements: This news release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents, which can be found under the Company's profile on www.sedar.com. 1933 Industries undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE: 1933 Industries Inc.

View the original press release on ACCESS Newswire

FAQ

What percentage of AMA does 1933 Industries now own after completing the purchase?

Through its subsidiary FN Pharmaceuticals, 1933 Industries now owns 100% of Alternative Medicine Association LC (AMA).

How much did 1933 Industries (TGIFF) pay for the 9% interest in AMA?

The total purchase price was USD$50,000, split between USD$25,000 in cash and USD$25,000 in company shares.

How many shares of TGIFF were issued for the AMA purchase?

1933 Industries issued 5,503,450 shares as part of the purchase agreement.

When does the hold period for the issued TGIFF shares expire?

The shares are subject to a hold period in Canada expiring on October 1, 2025.

Why is this considered a related party transaction for 1933 Industries?

It's considered a related party transaction because the seller, Caleb Zobrist, was a senior officer of the company when the agreement was made.