ST PETER PORT, GUERNSEY / ACCESSWIRE / December 16, 2022 / Goodbody Health Limited (AQSE:GDBY)(OTCQB:GDBYF) (“Goodbody” or the “Company“), today announces that that it has agreed to sell the Polish CBD related elements of its operations to Voyager Life PLC (“Voyager”) in return for a consideration of £1.5m, comprising £0.5m cash and £1.0m convertible loan notes (“CLNs”).
The divestment comprises the share sale of the Sativa Wellness Poland Sp. z.o.o. and Olimax NT Sp. z.o.o., that combined provide CBD extraction and manufacturing at the facility in Bilcza, Poland. Voyager will assume full operational control of the CBD extraction and manufacturing facility on 1 January 2023 with legal title passing following the conclusion of certain Polish registration requirements thereafter.
Under the CLNs, Voyager has three years to pay the Company plus annual interest at 7.5% paid quarterly. Goodbody has the right to convert the principal amount plus interest into up to approximately 2.5million Voyager Ordinary Shares. Until payment of the CLNs is made in full, Goodbody will retain security over the fixed assets of Sativa Wellness Poland Sp. z.o.o. and Olimax NT Sp. z.o.o.
Voyager is an AQSE quoted Growth Market company, offering a range of health and wellness products containing CBD and hemp seed oil. Products include oils, gummies (chewable sweets), bath products and skincare products, which are available online through the Company’s website www.voyagercbd.com and also through third-party websites.
The Directors believe this to be a sound commercial decision allowing further funds to be directed towards the growing diagnostic and wellness sector of the Company which represents over 90% of revenues for 2021 and for 2022 YTD. It was determined that the levels of CBD sales undertaken by Goodbody Health were insufficient justification for meeting the costs of running a full extraction plant and the level of management input. This divestment also allows the management team to focus fully on the new opportunities available in the health and wellness business.
Goodbody will use the funds generated to continue to develop and expand its health and wellness operations. The Company continues to roll out its strategy of becoming a leading aggregator of innovative technology and innovative tests, including blood and genome, while identifying additional products to enable consumers to take more control of their life time health and wellbeing.
Voyager and Goodbody have established a strong working relationship. Voyager is now stocking Goodbody’s blood diagnostic tests in its three stores and the two companies expect to continue to collaborate together on projects in the future. We will also continue to cooperate in the CBD market.
Geremy Thomas, Executive Chairman, said: “This transaction is great news for both Goodbody and Voyager, with each party moving closer towards their strategic goals. The cash Goodbody receives will be used to further both the expansion of the clinic network, investing into innovative testing technology, and into the range of available blood, genome and other diagnostic testing and minor treatment services. We look forward to exciting times ahead”.
The directors of the Company accept responsibility for the contents of this announcement
The Financial Statements and Management Discussion and Analysis and further information regarding the Company can be found under the Company’s profile on www.sedar.com.
On behalf of the Board of Directors,
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Cautionary Statement Regarding Forward-Looking Statements
Neither the Canadian Securities Exchange nor its Market Regulator (as defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release. This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Goodbody Health’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes” “plan is” or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur”, “will be achieved” or “shortly”. The forward-looking information and forward-looking statements contained herein include but are not limited to: this being a sound commercial decision allowing further funds to be directed towards the growing diagnostic and wellness sector of the Company; the Company will use the funds generated to continue to develop and expand its health and wellness operations; the transaction is great news for both Goodbody and Voyager, with each party moving closer towards their strategic goals.
Although Goodbody Health believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statement including but not limited to: legal title passing following the conclusion of certain Polish registration requirements after 1 January 2023;
Goodbody Health does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
SOURCE: Goodbody Health Limited
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