Atlas Global sings LOI for acquisition of imports trading house and two pharmacies in Israel

VANCOUVER — Atlas Global Brands, (formerly Silver Phoenix Resources), a global cannabis company across the cannabis value chain, announced that, through its Israeli subsidiary, signed a binding letter of intent (LOI) at an arm’s length with no finder’s fee, on January 11, to acquire 51 per cent of the outstanding securities of the following entities (the “Proposed Transaction”):

An Israeli licensed cannabis trading house, located in Tel Aviv. If the transaction is completed, the company plans to use this trading house, as its hub for the import, storage and distribution of cannabis in Israel. A trading house is an entity licensed to purchase, trade and store cannabis. To the best of Atlas’ knowledge, this is the only trade house in Tel Aviv, and it will give Atlas the ability to store cannabis for pharmacies in the greater Tel Aviv area. Ownership of a trading house adds another element to the Atlas value chain.

Two pharmacies licensed to dispense medical cannabis, one in Tel Aviv and the other in Jerusalem. Unlike most cannabis pharmacies in Israel, these pharmacies were designed from the outset for the sale of cannabis. If the transaction is completed, these dispensaries will help position Atlas as a premium supplier of cannabis in the Israeli market and expand Atlas’ retail presence in Israel.

The proposed transaction will be structured as a share exchange pursuant to which the vendors will be issued an aggregate of 2,699,472 common shares in Atlas at a deemed price of $1.00 per share and at closing will make an inter-company loan to the purchased entities in the amount of ILS 1,000,000 (approximately CAD $391,000). The final structure of the proposed transaction will be determined by the parties following receipt of tax, corporate and securities law advice.
The parties intend to enter into a definitive agreement in respect of the proposed transaction by February 9, or such other date as may be agreed to by the vendors and the company.

The proposed transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the CSE, completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement, among other conditions. The proposed transaction would be an arms-length transaction for the company and would not constitute a fundamental change or result in a change of control of the company, within the meaning of the policies of the CSE. The transaction is expected to close early in Q1 2023. following completion of the due diligence process and satisfying conditions precedent. Upon entering into the definitive agreement, the company intends to issue a further press release which will disclose the finalized terms of the transaction.
“Investing in the infrastructure to expand our supply and distribution capabilities in Israel strengthens our global footprint in a core market,” said Sheldon Croome, Interim CEO of Atlas Global. “These transactions enable us to meaningfully scale our distribution, while introducing more products and brands, both in house and from brand partners. We are incredibly excited for the future of Atlas and look forward to continued growth in key markets around the world.”