Invictus MD Announces Sale of Cannabis Health and Smokazon

Posted on Categories: Investor Relations

Vancouver, BC, November 30, 2015 – INVICTUS MD STRATEGIES CORP. (“Invictus MD” or the “Company”) (CSE: IMH; OTC: IVITF; FRA: 8IS) announces that it has sold its interest in Cannabis Health Sciences Inc. (“Cannabis Health”) and Focus Distribution LLC, operating as Smokazon.com (“Smokazon”) effective November 30, 2015 (the “Closing Date”).

Dan Kriznic, President and CEO commented, “When I founded this Company in December 2014 the vision was to raise capital and deploy it by acquiring various companies that are both horizontally and vertically synergistic. Almost one year later we shifted the vision to focus on two of our key assets including Future Harvest Development Ltd. and Edison Vape Co. Ltd. We pride ourselves on being a very nimble organization that keeps a pulse on industry economics at all times. We are quick to make necessary decisions that have a positive impact on our shareholders which has resulted in the sale of Cannabis Health and Smokazon. Going forward our goal is to spin out Future Harvest into a new public company. Following completion of the spin out, Invictus MD intends to change its name to Edison Vape Co. to reflect the core asset remaining.  This will allow us to focus time and capital independently to Future Harvest and Edison and provide shareholders with an investment in two segregated assets.  The management of day to day operations in these two companies are independent making this a seamless transition. We will continue to oversee both operations as we continue to build shareholder value.”

Sale of Cannabis Health

Under the terms of the agreement, the Company has sold 100% of its shares in Cannabis Health to an arm’s length party (the “Purchaser”) in exchange for $275,000 consideration consisting of $25,000 cash and $250,000 in deferred advertising.  Invictus MD will also receive a 3% perpetual royalty based on gross sales generated by Cannabis Health to begin 12 months after the Closing Date.

In the event of a subsequent sale by the Purchaser, the royalty agreement will terminate and the Company will be entitled to receive the following cash payment:

  • 50% of the gross proceeds generated by the Purchaser for a period of 18 months from the Closing Date; and
  • 25% of the gross proceeds generated by the Purchaser thereafter, terminating 10 years from the Closing Date.

Sale of Smokazon

Under the terms of the agreement, the Company has sold its 35% interest in Smokazon to an arm’s length party in exchange for consideration of $95,000 USD to be payable monthly (the “Payout”), beginning on the 18th month from the Closing Date. The Payout will be subject to Smokazon achieving certain gross monthly sales revenues and the Payout will be based on a range from 15% to 25% of the monthly net revenue.

About Invictus MD Strategies Corp.

Invictus MD targets companies with proven brands, strong customer focus, and significant growth potential.  We not only provide capital to meet these objectives but also years of management experience from a team that has been successful in all facets of business from start-ups to running large international organizations.  The fundamental core of our operations is centered on the vast opportunities within fragmented industries.

Invictus MD works in partnership with management teams to increase shareholder value through business planning and process integration, developing and executing growth strategies, leveraging our experience and relationships, and structuring and deploying the proper capital to support long-term growth.  Our prudent approach to both investing in and developing successful companies ensures successful execution of the business plan in both times of economic expansion and contraction.

For more information please visit www.invictus-md.com.

On Behalf of the Board,

Dan Kriznic

Chairman & CEO

604-368-6437

Forward-Looking Statements

Except for statements of historical fact, this news release contains certain “forwardlooking information” within the meaning of applicable securities laws. Forwardlooking information, also referred to below as forward-looking statements, is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forwardlooking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forwardlooking statements, including, the completion of the proposed spin out of Future Harvest. There can be no assurance that such statements will prove to be accurate and actual results and future events may vary from those anticipated in such statements. The forward-looking statements in this news release were developed based on certain assumptions, factors and expectations of management, including that shareholder approval and any required regulatory approval to the intended spin out will be obtained. Important risk factors that could cause actual results to differ materially from the Company’s plans or expectations include the risk that shareholder approval and any required regulatory approval to complete the spin out will not be obtained.  The Company undertakes no obligation to update forwardlooking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forwardlooking statements.

 

 

 

Invictus MD’s Future Harvest Achieves 75% Increase In Sales Over Last Quarter

Posted on Categories: Investor Relations

Vancouver, BC, November 10, 2015 – INVICTUS MD STRATEGIES CORP. (“Invictus MD” or the “Company”) (CSE: IMH; OTC: IVITF; FRA: 8IS) is pleased to report that Future Harvest Development Ltd. (“Future Harvest”), of which Invictus MD currently owns 60%, has continued to achieve record-breaking sales and is on pace to generate the targeted sales goal of $6-7 million for the current fiscal year.

During Future Harvest’s first quarter ended September 30, 2015, nearly $1.1 million in sales was generated, as compared to $615,000 in the prior year quarter, representing an increase of over 75%. During the month of October 2015, Future Harvest achieved its forecasted sales target and generated approximately $603,000 in gross revenue, representing a 22% increase as compared to October 2014.

Mike Blady, VP Sales and Marketing for Future Harvest commented, “We are excited and looking forward to the future. The lawn and garden industry continues to see steady year over year growth. The hydroponic industry is poised for explosive growth in North America with recent legislative reform and the commercial and residential urban farming movement is blossoming as consumers demand access to fresh healthy produce. Future harvest is actively selling into these markets and will continue to execute on its business strategy. Typically our sales are cyclical in our industry, with the slowest sales period being in our fiscal first quarter. The significant increase in sales, especially during our historically slowest quarter, demonstrates the growth potential within this fragmented industry. Based on sales to date, we are on track to achieving our gross sales target of $6-7 million for the current fiscal year.”

As previously announced, the Company has received approval from its board of directors to complete a spin-out of its interest in Future Harvest into a newly formed public company (“NewCo”). As part of the spin-out, shareholders of the Company will receive one share in NewCo for every one share they hold of Invictus MD as of the record date, which will be announced once determined. The Company expects the spin-out to be completed by Spring 2016, subject to applicable regulatory and stock exchange approvals.

The Company currently controls 60% of Future Harvest with an option to acquire up to 75%, which management intends on exercising prior to completion of the proposed spin-out.

Following the spin-out, Edison Vape Co. Ltd. (“Edison”), a wholly-owned subsidiary of the Company, will be the key driver within Invictus MD as management continues to work towards commercialization with an anticipated launch in California within the first quarter of 2016.

The technology behind the Edison Vape product includes a host of revolutionary and innovative features which management believes will provide Edison with a strong competitive advantage. As previously announced, Edison has filed a US provisional patent on its innovative technology, and has plans to file a worldwide non-provisional patent beginning in January 2016.

Dan Kriznic, President and CEO commented, “In order to provide the most value to our shareholders, our primary focus moving forward will be executing on our initial launch of the Edison Vape products and deploying our roll-up strategy within Future Harvest while continuing to grow sales. The industries in which both Edison and Future Harvest operate have seen explosive growth, and in order to capitalize on this we will continue to aggressively execute on our strategy.”

About Future Harvest Development Ltd.

For over 20 years, Future Harvest has brought innovative products and solutions to the hydroponic and indoor growing industries. Future Harvest’s product lines are available through leading distributors and retailers across North America, the United Kingdom and Europe and include SunBlaster Lighting™, Nutradip, Plantlife Products and Future Harvest Plastics, as well as the Nano-Dome and Grow Light Garden systems currently sold at major hardware and home garden centers across North America.

The SunBlaster Lighting™ line has introduced a variety of innovative lighting products to both the hydroponic and indoor growing industries. SunBlaster T5HO lighting fixtures and CFL self ballasted lamps are industry leaders and a great example of Future Harvest’s commitment to providing customers with the best possible lighting for all their growing needs.

Future Harvest has been manufacturing metering and monitoring equipment for over fifteen years. The most popular and industry standard is the Trimeter, made famous because a single glance tells you if your pH, nutrients and temperatures are on target. All Nutradip and SunBlaster products are developed, designed, tested and assembled in Canada.

Plantlife Products consists of 29 proprietary formulas that offer growers the leading edge in sediment free plant nutrition. Every product has been developed and tested in-house by Future Harvest’s own plant scientists.

For more information please visit www.futureharvest.com.

About Edison Vape Co. Ltd.

Edison Vape Co. is engaged in the design, development, patenting, manufacture, and distribution of a new and improved system for vaporization using low cost single-use PODs. The founders of Edison Vape Co. have a combined 13 years of experience designing, developing, patenting, manufacturing, and distributing innovative products and accessories.

About Invictus MD Strategies Corp.

Invictus MD targets companies with proven brands, strong customer focus, and significant growth potential. We not only provide capital to meet these objectives but also years of management experience from a team that has been successful in all facets of business from start-ups to running large international organizations. The fundamental core of our operations is centered on the vast opportunities within fragmented industries.

Invictus MD works in partnership with management teams to increase shareholder value through business planning and process integration, developing and executing growth strategies, leveraging our experience and relationships, and structuring and deploying the proper capital to support long-term growth. Our prudent approach to both investing in and developing successful companies ensures successful execution of the business plan in both times of economic expansion and contraction.

For more information please visit www.invictus-md.com.

On Behalf of the Board,

Dan Kriznic

Chairman & CEO

604-368-6437

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing and completion of the proposed spin-out of Future Harvest, the forecasted revenue for Future Harvest, and projections regarding the potential future value of the cannabis industry are forward-looking statements and contain forward-looking information.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”.  Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including the assumptions that the proposed spin-out of Future Harvest will occur by Spring 2016, that the Company will obtain all requisite approvals of the spin-out transaction, that current Future Harvest sales levels will be sustained and result in the generation of approximately $6-7 million in revenue for the fiscal year ending June 30, 2016, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, the risk that the proposed spin-out may not occur by Spring 2016 as planned; the timing and receipt requisite approvals; unexpected operational difficulties (including failure of equipment, unavailability of material, industrial disturbances or job action) as well as other unanticipated events that may prevent Future Harvest from reaching gross sales targets; and failed projections notwithstanding solid research efforts. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.  To the extent that the anticipated achievement of Future Harvest’s gross sales target may constitute a financial outlook within the meaning of applicable Canadian securities laws, such information has been approved by management of the Company and is provided for the purposes of providing information relating to management and Future Harvest’s current expectations and plans. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.  We seek safe harbour.

 

 

 

Invictus MD Announces Proposed Spin-Out of Future Harvest Development Ltd.

Posted on Categories: Investor Relations

Vancouver, BC, November 4, 2015 – INVICTUS MD STRATEGIES CORP. (“Invictus MD” or the “Company”) (CSE: IMH; OTC: IVITF; FRA: 8IS) is pleased to announce that the Company has received approval from its board of directors to complete a spin-out of its interest in Future Harvest Development Ltd. (“Future Harvest”) into a newly formed public company. The Company currently controls 60% of Future Harvest with an option to acquire up to 75%, which management intends on exercising prior to completion of the proposed spin-out.

Dan Kriznic, President and CEO commented, “The proposed spin-out of Future Harvest will provide shareholders of Invictus MD with an equal number of shares in Future Harvest as of the record date. The intended goal with Future Harvest is to roll up companies within an extremely fragmented industry. Management has been actively assessing and identifying potential opportunities. Previously, I was instrumental in rolling up companies within the education sector where revenues grew from approximately $15 million to $130 million within 5 years. We intend on deploying the same strategy with Future Harvest in the lawn and garden industry, which has recently experienced explosive growth. Roll ups require three main ingredients, including experienced management, a sunrise industry, and fragmented operators. We have all of those ingredients and intend on being very aggressive in executing our vision while increasing shareholder value.”

Lawn and garden is a $7.6 billion industry in the US, with fertilizer and consumables representing the largest portion of this market. Future Harvest has two main operating divisions, Plantlife Products fertilizer and Sunblaster horticultural lighting. Future Harvest is currently operating at a run rate of $6-7 million in revenue for the fiscal year ended June 30, 2016.  Future Harvest has a broad range of customers in the United States, Canada, and Europe that support not only the hydroponic and indoor growing industry, but also the increasingly growing lawn and garden industry. Future Harvest has been a product innovator for over 20 years and has continued to generate record-breaking sales over prior years since the initial acquisition.

The Company expects the spin-out of Future Harvest to be completed by Spring 2016, subject to applicable regulatory and stock exchange approvals, and will continue to keep shareholders updated as necessary.

About Future Harvest Development Ltd.

For over 20 years, Future Harvest has brought innovative products and solutions to the hydroponic and indoor growing industries. Future Harvest’s product lines are available through leading distributors and retailers across North America, the United Kingdom and Europe and include SunBlaster Lighting™, Nutradip, Plantlife Products and Future Harvest Plastics, as well as the Nano-Dome and Grow Light Garden systems currently sold at major hardware and home garden centers across North America.

The SunBlaster Lighting™ line has introduced a variety of innovative lighting products to both the hydroponic and indoor growing industries. SunBlaster T5HO lighting fixtures and CFL self ballasted lamps are industry leaders and a great example of Future Harvest’s commitment to providing customers with the best possible lighting for all their growing needs.

Future Harvest has been manufacturing metering and monitoring equipment for over fifteen years. The most popular and industry standard is the Trimeter, made famous because a single glance tells you if your pH, nutrients and temperatures are on target. All Nutradip and SunBlaster products are developed, designed, tested and assembled in Canada.

Plantlife Products consists of 29 proprietary formulas that offer growers the leading edge in sediment free plant nutrition. Every product has been developed and tested in-house by Future Harvest’s own plant scientists.

For more information please visit www.futureharvest.com.

About Invictus MD Strategies Corp.

Invictus MD targets companies with proven brands, strong customer focus, and significant growth potential. We not only provide capital to meet these objectives but also years of management experience from a team that has been successful in all facets of business from start-ups to running large international organizations. The fundamental core of our operations is centered on the vast opportunities within fragmented industries.

Invictus MD works in partnership with management teams to increase shareholder value through business planning and process integration, developing and executing growth strategies, leveraging our experience and relationships, and structuring and deploying the proper capital to support long-term growth. Our prudent approach to both investing in and developing successful companies ensures successful execution of the business plan in both times of economic expansion and contraction.

For more information please visit www.invictus-md.com.

On Behalf of the Board,

Dan Kriznic
Chairman & CEO
604-368-6437

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may contain forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing and completion of the proposed spin-out of Future Harvest, and the forecasted revenue for Future Harvest, are forward-looking statements and contain forward-looking information.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”.  Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including the assumptions that the proposed spin-out of Future Harvest will occur by Spring 2016, that the Company will obtain applicable regulatory and stock exchange approvals of the spin-out transaction, and that Future Harvest will generate approximately $6-7 million in revenue for the fiscal year end June 30, 2016, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including the risks that the proposed spin-out may not occur by Spring 2016 as planned, that the Company will not obtain applicable regulatory and stock exchange approvals or that Future Harvest may not generate the anticipated revenues. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.  The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.  We seek safe harbour.

 

 

 

Invictus MD Announces Acquisition of 100% of Edison Vape Co. Ltd.

Posted on Categories: Investor Relations

Vancouver, BC, November 2, 2015 – INVICTUS MD STRATEGIES CORP. (“Invictus MD” or the “Company”) (CSE: IMHOTC: IVITFFRA: 8ISis pleased to announce that, pursuant to the initial agreement announced on January 27, 2015, between the Company and the original founders and inventors of Edison Vape Co. Ltd. (“Edison”), being Ryan Selby and Ryan Karkhairan (the “Inventors”), the Company has exercised its option to acquire the remaining 60% of the shares in Edison. Accordingly, the Company has entered into a share purchase agreement (the “Agreement”) effective October 31st, 2015, to acquire the remaining 60% of the shares in Edison from the Inventors. The Company now owns 100% of the shares of Edison.

Dan Kriznic, President and CEO of Invictus MD commented, “This is a significant milestone for us, and we couldn’t be more pleased with executing on this transaction. We have supported Edison since the beginning, which has allowed the inventors to get the product to a near-term commercial production stage. The components of the Edison Vape technology, including the heating element, are completely revolutionary in this space. One of the most interesting aspects of this product is the integrated memory component, which will enable a host of unprecedented applications for both business and consumer. We are also working with partners in California for packaging and distribution and plan on launching the Edison Vape product in the first calendar quarter of 2016. Our partners have decades of experience with distribution and have been instrumental to the cannabis movement in California. This is a very exciting time for us as we continue executing on our launch plan.”

Under the terms of the Agreement, the Company has issued to the Inventors the following:

(a)  1.8 million common shares of the Company at a deemed price of $0.10 per share, which may not be      traded until March 1, 2016;

(b)  1 million common shares of the Company at a deemed price of $0.50, subject to escrow provisions (the “First Escrow Issuance”) whereby such common shares may not be released until Edison has earned an aggregate of $2.5 million in gross revenues (the “First Sales Milestone”); and

(c)  666,667 common shares of the Company at a deemed price of $0.75, subject to escrow provisions (the “Second escrow Issuance”) whereby such common shares may not be released until Edison has earned an aggregate of $12.5 million in gross revenues (the “Second Sales Milestone”).

The First Escrow Issuance and the Second Escrow Issuance are subject to a top-up mechanism, such that if the volume-weighted average trading price of the Company’s common shares on the CSE for the 7 most recent trading days immediately preceding the First Sales Milestone is below $0.50, or below $0.75 as of the Second Sales Milestone, then the Company has the option to issue either additional common shares, cash payment, or a combination thereof, to the Inventors such that the aggregate value of the consideration issued at each milestone is equal to $500,000, and provided that the issuance of any additional common shares is not less than a deemed issue price of $0.10.

As part of the Agreement, Edison and the Inventors have entered into a royalty agreement, whereby the Inventors will receive a royalty in perpetuity equal to 3% of gross sales once Edison achieves cumulative gross revenue in the amount of $500,000.

Upon closing, Ryan Selby and Ryan Karkhairan, have been appointed as CEO and Chief R&D Officer of Edison, respectively.

Ryan Selby, CEO of Edison commented, “This is an exciting day for the entire Edison team. Invictus MD has been an invaluable partner and this agreement signifies their continued commitment to Edison’s success. As the newly appointed CEO, I am looking forward to working closely with the Invictus MD team over the coming months as we move towards a spring 2016 product launch. Having just returned from a successful visit to the production facility in China, I am pleased to report that final development is progressing rapidly and we are nearing full-scale production.”

About Edison Vape Co. Ltd.

Edison Vape Co. is engaged in the design, development, patenting, manufacture, and distribution of a new and improved system for vaporization using low cost single-use PODs. The founders of Edison Vape Co. have a combined 13 years of experience designing, developing, patenting, manufacturing, and distributing innovative products and accessories.

About Invictus MD Strategies Corp.

Invictus MD targets companies with proven brands, strong customer focus, and significant growth potential. We not only provide capital to meet these objectives but also years of management experience from a team that has been successful in all facets of business from start-ups to running large international organizations. The fundamental core of our operations is centered on the vast opportunities within fragmented industries.

Invictus MD works in partnership with management teams to increase shareholder value through business planning and process integration, developing and executing growth strategies, leveraging our experience and relationships, and structuring and deploying the proper capital to support long-term growth. Our prudent approach to both investing in and developing successful companies ensures successful execution of the business plan in both times of economic expansion and contraction.

For more information please visit www.invictus-md.com.

On Behalf of the Board,

Dan Kriznic
Chairman & CEO
604-368-6437

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may contain forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing of Edison Vape Co.’s initial launch of its vaporizer products, are forward-looking statements and contain forward-looking information.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”.  Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, including that Edison Vape Co.’s vaporizer products will be launched as intended and planned, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including the risks that Edison Vape Co. may not launch its vaporizer products by the first calendar quarter of 2016. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.  The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.  We seek safe harbour.