Eve & Co Announces Shares for Debt Transaction

STRATHROY, Ontario, Jan. 31, 2022 (GLOBE NEWSWIRE) — Eve & Co Incorporated (“Eve & Co.“or the”Society”) (TSX-V: EVE; OTCQX: EEVVF) is pleased to announce that it has entered into debt settlement agreements (theDebt settlement agreements“” with certain directors, officers, employees and holders of debentures (the “PartiesDebts”) due to the Parties for expenses, loans and services rendered to the Company until January 2022 in exchange for a total of 5,189,606 ordinary shares of the capital of the Company (the “Settlement shares”). The Company proposes to issue the Settlement Shares to settle the Debts in order to preserve cash for general working capital purposes.

Pursuant to the terms of the debt settlement agreements, the Company has agreed to issue an aggregate of 908,677 Settlement Shares at a deemed issue price of US$0.12 per Settlement Share in full and final settlement of 109,041 USD of certain trade payables, attendance fees and salaries and an aggregate of 4,280,929 Settlement Shares at a deemed issue price of $0.128 per Settlement Share in full and final settlement of $547,959 due to holders of the Convertible Debentures outstanding 10% unsecured shares of the Company that were issued on December 11, 2020.

Insiders of the Company (the “Insiders”) are expected to receive 1,916,667 settlement shares in settlement of $242,500 in debt. In accordance with Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“), the settlement of the debts will constitute a “related party transaction” since insiders are considered related parties to the Company. The Company will rely on exemptions from the formal valuation and minority approval requirements of NI 61-101 (pursuant to Sections 5.5(a) and 5.7(a)) as the fair market value of the securities to be distributed to Insiders and the consideration received from them will not exceed 25% of the market capitalization of the Company. been approved by all of the independent directors of the Company. All securities issued pursuant to the Debt Settlement Agreements will be subject to the law and to the TSX Venture Exchange (“TSXV”) hold periods until the date which is four months and one day from the date of issue.

Settlement of Payables and issuance of Settlement Shares are subject to acceptance by the TSXV. There is no guarantee that these conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.


Eve & Co, through its wholly owned subsidiary Natural Medco Ltd. (“NMC”), holds cultivation and processing licenses under the Cannabis law (Canada) for the production and sale of various cannabis products, including dried cannabis, cannabis plants and cannabis oil extraction and received its European Union Certificate of Good Practice from manufacturing. NMC was the first licensed producer of medical marijuana founded by a woman in Canada and received its cultivation license from Health Canada in 2016. Eve & Co is run by a team of agricultural experts and has a licensed greenhouse of 1,000 000 square feet located in Strathroy, Ontario.

The Company’s website can be viewed at www.evecannabis.ca.

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

This press release contains statements containing certain “forward-looking information” within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements are often characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur, and include, but are not limited to, the negative of these words or other variations of these words or comparable terminology. Although the Company believes that the expectations expressed in these forward-looking statements are based on reasonable assumptions, these statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Accordingly, actual results may differ materially from those expressed in such forward-looking statements and readers should not place undue reliance on such statements. Forward-looking statements in this release include statements regarding the completion of the debt settlement contemplated in the Debt Settlement Agreements and the Company’s ability to obtain the required TSXV approval for the issuance of the shares of regulations, among others. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes are relevant and reasonable under the circumstances and which could cause events, results, level of activity, performance , actual prospects, opportunities or achievements differ materially from those projected in the forward-looking statements, including general business and economic conditions, changes in laws and regulations, demand for products, changes in prices of required products, competition, the effects of and responses to the COVID-19 pandemic and other risks, uncertainties and set forth under the heading “Risk Factors” in the Company’s MD&A dated April 30, 2021 (the “MD&A “) and filed with the Canadian securities authorities available on the Company’s issuer profile on SEDAR at www.sedar.com. The Company warns that the list of risks, uncertainties and other factors described in the management report is not exhaustive and that other factors could also have an adverse impact on its results. Readers are urged to carefully consider the risks, uncertainties and assumptions when evaluating forward-looking statements and are cautioned not to place undue reliance on such information. These forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless the otherwise required by law.

For more information, please contact:

Melinda Rombouts
President and CEO Eve & Co Incorporated
Phone: (855) 628-6337


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