LGC Capital to Acquire 47% of EasyJoint, Italy's Largest Vertically-integrated Legal Cannabis Producer, Distributor, and Retailer

LGC Capital to Acquire 47% of EasyJoint, Italy's Largest Vertically-integrated Legal Cannabis Producer, Distributor, and Retailer

PR Newswire

MONTREAL, November 12, 2018

MONTREAL, November 12, 2018 /PRNewswire/ --

/NOT FOR DISTRIBUTION IN THE UNITED STATES/ 

LGC Capital Ltd. (TSXV: LG) and (OTC-PINK: LGGCF) ("LGC") is pleased to announce that is has entered into a formal definitive agreement to acquire 47% of EasyJoint Project SRL ("EasyJoint"), an Italian company, for a total cash and share consideration of €4.788 million (C$7.153 million at today's exchange rate of 1 EUR = 1.494 CAD). Definitive documentation will now be submitted to the TSX Venture Exchange (the "TSXV") and closing of this transaction is subject only to TSXV review and approval.

EasyJoint's Market Presence in Italy 

EasyJoint (https://www.easyjoint.it/) is widely recognized as the market leader in Italy, having been extensively written up in the media, including this New York Times article:

https://www.nytimes.com/2018/04/21/world/europe/italy-cannabis-flowers.html  

EasyJoint's Store in Milan, Italy 

EasyJoint currently controls approximately 85% of the distribution of legal "cannabis light" retail products in Italy and has established itself as the leading brand in Italy. EasyJoint products are distributed in over 450 retail points of sale in Italy and rapidly expanding beyond current specialty stores to EasyJoint branded franchise stores. Eleven EasyJoint franchise stores have already opened in Rome, Milan, Piacenza, Rovato (BS), Viadana, Bassano del Grappa, Crotone, Pantelleria, and Parma with an additional two stores under discussion.

EasyJoint's distribution in Italy is extensive. 

EasyJoint has also been successful at penetrating the very large licensed tobacco network in Italy. EasyJoint products consist of over 150 branded items ranging from high-CBD dry cannabis flowers to CBD oils and edibles. Through LGC's network of strategic investments, EasyJoint will expand its brand presence into new global markets, including legal cannabis markets across Europe, North America, and the Caribbean.

For the 10 months prior to October 31, 2018, unaudited revenues have grown to over €4 million (C$6 million) with margins of 19.7%, which will increase as EasyJoint achieves economies of scale through expansion. EasyJoint's revenue channels split approximately 75% through retail with the remaining 25% of revenues through e-commerce.

Mr. Luca Marola, Co-founder and CEO of EasyJoint 

EasyJoint is led by its Co-founder and CEO, Mr. Luca Marola, who has been an early advocate of the Italian anti-prohibitionist movement in favor of the legalization and normalization of the use of cannabis in Italy. Mr. Marola has actively participated in cannabis related discussions in the Italian and European Parliaments and has made multiple interventions at the Italian Parliament, which have impacted the laws that passed in recent years. Mr. Marola is the founder of one of the oldest Italian grow shops, "Canapaio Ducale", founded in Parma in 2002, he is the host of the only Italian radio show focused on cannabis and has published 4 books on cannabis and its legalization.

Legal Status of Cannabis in Italy 

In January 2017, the Italian government passed a law (242/2016) which regulates the cultivation, transformation and sale of Cannabis and Cannabis derived products. Under this new legal framework, it is legal to produce and market Cannabis and related products, which contains a percentage of THC less than 0.2%. 

EasyJoint is fully vertically integrated from seed to consumers in Italy. EasyJoint buys its cannabis input product from a large exclusive contracted independent farmer's network across Italy, to whom EasyJoint sells female seedlings that meet their strict premium specifications, thus eliminating the risk of growing male plants. In addition, EasyJoint has established the first Italian hemp pasta for the consumer market under the brand EasyJoint.  It will be officially launch in Montreal before the end of 2018.

John McMullen, Chief Executive Officer of LGC Capital, stated: "With approximately 85% of the cannabis light distribution in Italy and healthy revenue generation, EasyJoint is a significant investment opportunity for LGC. We see Italy, with a population of 60 million, as one of the key European market for cannabis growth and a springboard into other parts of the EU over time. This deal represents LGC's third investment in Europe in 2018 and allows us to work closely with other LGC investee companies to grow and sell legal cannabis products to EasyJoint for their distribution."

Luca Marola, founder of EasyJoint stated: "Over the past 18 months, EasyJoint has pioneered the cannabis light market in Italy and by driving public opinion has created a new approach to cannabis.  Today, we are proud to announce LGC Capital's investment into our company.  Thanks to LGC's expertise and resources in successfully addressing the global market, EasyJoint is ready to further strengthen our leadership position and develop our growth in new markets." 

Transaction details 

Payment for the 47% equity in Easy Joint SRL will be effected by way of i) a cash payment in the amount of €2,565,000 (C$3,832,110) and ii) a payment in common shares for a value of €2,223,000 (C$3,321,162) in the share capital of LGC (the "Payment Shares") at a price per share set at 85% of the five (5) day volume weighted average price of LGC shares immediately prior to the closing of the transaction (26,152,941 shares at current prices). In accordance with Canadian regulatory requirements, the Payment Shares will be subject to a four (4) month hold period calculated as of the Closing Date. For this transaction, a finder's fee of 2.5% cash and 2.5% in shares will be paid to an arm's length party. This transaction is subject to normal closing conditions and review and approval by TSXV.

Information Relating to EasyJoint Project SRL 

All information contained in this press release relating to EasyJoint Project SRL has been provided to LGC by EasyJoint Project SRL.  LGC has relied upon this information without having made independent inquiries as to its accuracy or completeness and assumes no responsibility for any inaccuracy or incompleteness of such information.

About LGC Capital Ltd (www.lgc-capital.com) 

LGC Capital is a leading cannabis investment firm with a focus on the Legal Global Cannabis market.  Through its growing portfolio investment companies, LGC is building a world-leading, vertically integrated system of interconnected legal cannabis companies with cultivation, processing and distribution in Australia, Jamaica, Switzerland, Italy, and Canada serving domestic and export markets. LGC Capital Ltd. is a Canadian incorporated public company listed on the TSX Venture Exchange (TSXV: LG).

Through its partners and assuming pending transactions under review by the TSXV are approved, LGC currently will have over 450,000 square feet of planted cannabis in Jamaica, Switzerland, Italy, and Australia, with that number expected to increase to over 2,100,000 square feet by 2021, as its portfolio companies execute their expansion plans, in addition to the anticipated licensing of Tricho-Med's operations in Quebec, Canada.

LGC partners currently sell cannabis products in over 1,000 points of sale across Switzerland and Italy under the ONE Premium Cannabis and EasyJoint brands as well as medical cannabis oils in Australia under the Little Green Pharma brand. LGC's partner's branded products are available in a variety of product formats including dry cannabis flower, tinctures, oils, seeds, and beverages.

Notice Regarding Forward Looking Statements 

This press release may contain forward-looking statements with respect to LGC Capital Ltd. ("LGC") and their respective operations, strategy, investments, financial performance and condition. These statements can generally be identified by use of forward- looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The actual results and performance of LGC and Easy Joint Project SRL ("EasyJoint") could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, government regulation and the factors described under "Risk Factors and Risk Management" in LGC's Management's Discussion and Analysis for the three and nine months ended June 30, 2018, as filed on SEDAR (www.sedar.com). The cautionary statements qualify all forward-looking statements attributable to LGC and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and neither LGC nor EasyJoint has any obligation to update such statements, except to the extent required by applicable securities laws.  Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Press Releases 

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

Chief Executive Officer, John McMullen, +1-416-803-0698, john@lgc-capital.com; Chief Financial Officer, Anthony Samaha, +44-20-7440 0640, anthony@lgc-capital.com; Investor Relations, Dave Burwell, +1-403-221-0915, dave@howardgroupinc.com

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