FOR IMMEDIATE RELEASE:
Atlas Global Brands Inc. (formerly Silver Phoenix Resources Inc.) Completes RTO with Atlas Growers Ltd., AgMedica Bioscience Inc. and Cambrosia Ltd.; Set to Commence Trading on the Canadian Securities Exchange
VANCOUVER, BRITISH COLUMBIA, EDMONTON, ALBERTA and TEL-AVIV, ISRAEL, Jan. 04, 2023 (GLOBE NEWSWIRE) — Atlas Global Brands Inc. (formerly Silver Phoenix Resources Inc. “Silver Phoenix”) is pleased to announce the successful completion of its previously announced business combination, pursuant to a reverse take-over transaction (“RTO Transaction”), with each of Atlas Biotechnologies Inc. (“Atlas Biotech”), AgMedica Bioscience Inc. (“AgMedica”) and Cambrosia Ltd. (“Cambrosia”) and the concurrent acquisition by Cambrosia of each of Tlalim Pappo Ltd., Pharmacy Baron Ltd., and R.J. Regavim Ventures Ltd., privately held operating cannabis pharmacies in Israel (collectively, the “Cambrosia Acquisitions” and together with the acquisition of Silver Phoenix by Atlas Biotech, AgMedica and Cambrosia, the “Transaction”), all to form Atlas Global Brands Inc. (“Atlas Global” or the “Company”). The RTO Transaction constitutes a “fundamental change” of Silver Phoenix pursuant to the policies of the Canadian Securities Exchange (the “CSE“).
The RTO Transaction was completed pursuant to the terms of conditions of the amalgamation and share exchange agreement dated July 14, 2022, as amended, among Silver Phoenix, Atlas Biotech, AgMedica, Cambrosia, 2432998 Alberta Ltd. (“Subco 1”), 14060407 Canada Inc. (“Subco 2”) and the ordinary shareholders of Cambrosia (the “Amalgamation and Share Exchange Agreement”).
Concurrently, with the completion of the Transaction, Cambrosia completed a financing pursuant to which it issued of 100,000,000 ordinary shares of Cambrosia with S.H.R. Group Management (KSN) Ltd. (the “S.H.R. Group”) for gross proceeds of ILS 9,000,000 (approximately CAD$3,487,441) with a further commitment of ILS 6,000,000 to finance future acquisitions.
The Company expects to commence trading on the CSE on or about January 13, 2023 (upon submission of final documentation), under the ticker symbol “ATL”.
Atlas Growers is a federally licensed Canadian cultivator and processor with a focus on genetics, brands, and unique cannabis delivery formulations. Atlas operates two brands in the Canadian adult-use market: Natural History and Atlas Thrive and distributes a handful of sought-after adult-use partner brands. AgMedica is a federally licensed Canadian cultivator and processor. In addition, AgMedica is EU-GMP certified (European Union Good Manufacturing Practices) for production of cannabis dried flower and oil and it exports medically formatted cannabis products to medically legalized global markets. AgMedica’s EU-GMP facility was purpose-built to grow high-quality cannabis genetics with a low-cost growing model. Together, Atlas and AgMedica generate revenues across eight countries. Cambrosia is an Israel-based group with expertise in international acquisitions and owned pharmaceutical distribution to drive global growth.
The Transaction positions Atlas Global as a leading international cannabis company with operations in Canada and Israel, with combined expertise in all facets of the cannabis value chain.
“We believe the North American industry has seen the bottom and we are starting the next chapter of cannabis where innovation, synergy, business efficiency and international reach converge. We have thoughtfully brought together a group of industry leading players to build a fully integrated cannabis company that will serve eight countries as of today,” said Sheldon Croome, Interim CEO of Atlas Global. “This transaction demonstrates that the industry has come a long way over the past decade, and there is a global commitment to redefining the future of cannabis.”
Sheldon added: “We believe consolidation, integration and international expansion will drive the future of the cannabis industry. We have set Atlas Global up to capture market share and accelerate growth with all these factors in mind.
We are committed to making strategic decisions that will benefit yield, profitably and sustainability over the long term.”
Further details regarding the Transaction are provided in the Form 2A – Amended and Restated Listing Statement of Silver Phoenix dated December 29, 2022 (the “Listing Statement“). Please refer to the Listing Statement for full particulars of the Transaction, which is available on SEDAR (www.sedar.com) under the issuer profile of Atlas Global.
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