1933 Industries To Complete Purchase of 9% Interest of Cultivation and Production Subsidiary

Rhea-AI Summary

1933 Industries has announced the amended terms for acquiring the remaining 9% ownership stake in Alternative Medicine Association LC (AMA) from former senior officer Caleb Zobrist. The total purchase price is USD$50,000, split equally between USD$25,000 in cash and USD$25,000 in company shares (5,503,450 shares). The transaction, set to close on May 30, 2025, will result in FN Pharmaceuticals, a wholly owned subsidiary of 1933 Industries, owning 100% of AMA, the company's cultivation and production subsidiary. The shares issued will be subject to a hold period in Canada until October 1, 2025. The transaction qualifies as a "related party transaction" but is exempt from formal valuation and minority shareholder approval requirements due to its size relative to the company's market capitalization.

Positive

• Consolidation of 100% ownership in AMA cultivation and production subsidiary
• Low acquisition cost of USD$50,000 with 50% paid in shares
• Transaction exempt from formal valuation requirements, simplifying the process

Negative

• Share issuance of 5,503,450 shares will cause minor dilution
• Shares subject to hold period until October 1, 2025

VANCOUVER, BC / ACCESS Newswire / May 22, 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 that the 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") has been amended (refer to news release dated April 8, 2024).

Under the amended terms of the 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 (the "Transaction") 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.

The parties have set the closing date for the Transaction as May 30, 2025. With the completion of the MIPA, FN Pharmaceuticals owns 100% of the membership interest in AMA, the Company's cultivation and production subsidiary.

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 is the purchase price for the 9% stake in AMA that TGIFF is acquiring?

The total purchase price is USD$50,000, consisting of USD$25,000 in cash and USD$25,000 in company shares (5,503,450 shares).

When will TGIFF complete the acquisition of the remaining 9% stake in AMA?

The closing date for the transaction is set for May 30, 2025.

How many shares will TGIFF issue for the AMA stake purchase?

TGIFF will issue 5,503,450 shares, worth USD$25,000, based on the 10-day VWAP price as of November 27, 2024.

What percentage of AMA will TGIFF own after completing this transaction?

After completing the transaction, FN Pharmaceuticals, a wholly owned subsidiary of 1933 Industries, will own 100% of AMA.

Why is this considered a related party transaction for TGIFF?

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