August 17, 2021 – LONDON – Poko Innovations Inc. (formerly Brunswick Resources Inc.) (“Poko” or the “Company”), an award-winning international UK-based integrated company with a robust portfolio of CBD brands, a financial services platform, Lumipay, a portfolio of consumer brands and a roster of marketing and media sites, is pleased to announce further to its news release dated November 18, 2020, that after receiving all required regulatory approvals, including from the Canadian Securities Exchange (“CSE”), it has closed its previously announced acquisition of Poko Group Ltd. (“Poko UK”), a private company formed under the laws of the United Kingdom (the “Transaction”).
“Over the last several years we have brought together a sophisticated, experienced management team,” said David Hughes, President of The Poko Group. “My mission was to get them the tools to substantially grow our business and, by becoming a public company, this outstanding team now has what it needs to build a profitable company in a nascent and expanding global industry.”
Poko comprises of four segments:
Poko is the group’s flagship award winning brand, a natural skin care company harnessing the power of CBD to transform skin care by combining an innovative cannabidiol formula with tried-and-tested “skin-loving” ingredients; Poko’s products come in different luxury ranges for different types of skin issues, including aging, acne, blemishes and dry skin. www.pokocbd.co.uk
Canndid is a CBD brand which brings fun, affordable and easy to use CBD products to the market that taste great, are compact and easy to take anywhere and are smoke, vapour and device free. It’s aim is to provide customers with products that aid stress and pain relief, as well as anxiety management and improved recovery times. www.canndid.co.uk
Lumipay is an easily-integrated payment platform gateway service approved for high risk industries and currently focused on the CBD industry; the platform is expanding into other e-commerce sectors. Lumipay has the benefit of multiple acquiring bank contracts www.lumi-pay.com
The Extract is a B2B news and media site covering changes and events in the industry, with an audience in the UK and the USA. Poko is working to build an audience for The Extract in the EU. It’s aim is to provide lead generation to Poko Group’s other assets and provide extensive market data on the needs and wants of our buyers. www.theextract.co.uk
Candid Magazine, a B2C culture magazine, is part of Poko’s marketing media operation. Candid’s audience is the avid CBD and cannabis user in Canada and the USA; the magazine covers lifestyle-focused products, lead generation, CBD news and events. Poko has begun marketing the magazine in the EU and UK. www.candidmagazine.com
Cannmed Products brings together several vetted, compliant CBD manufacturing companies, providing start-ups and established businesses moving on to the CBD scene a one stop location for their product creation which they can trust, offering consultation on raw materials, white labelling and CBD isolate in the UK. Having already applied for it’s Novel Food license, Canndmed is a serious player in the UK market. www.cannmedproducts.com
Poko also has several new websites and related business activities under development and expects to launch them in 2022.
“I have been involved in the public market for 52 years and, after several starts and stops, the cannabis industry has become a real growth industry, and Poko and its seasoned management team have been involved since the start,” said Michael J. Porter, Chairman of Poko. “Poko has developed and implemented a unique business, one that will take care of exponential growth in the marketplace and return significant shareholder value over the next few years. With the reverse merger with Brunswick, the starting gun has been fired and we are sprinting ahead.”
The CSE has issued a bulletin confirming final approval for the listing of Poko’s common shares, which will begin trading on the CSE on or about August 18, 2021 under the symbol “POKO”. As previously announced in its news release dated August 10, 2021, Poko received approval from the TSX Venture Exchange (the “TSXV”) to voluntary delist its common shares from the TSXV at the close of business on August 12, 2021.
Summary of the Transaction
Pursuant to the terms of a share exchange agreement dated effective August 13, 2021 (the “Share Exchange Agreement”), the Company acquired all of the issued and outstanding ordinary shares of Poko UK from the sole shareholder of Poko UK, Cannmed Products Limited (“Cannmed”), in exchange for the issuance to Cannmed of 59,090,909 post-Consolidation (as hereinafter defined) common shares in the capital of the Company, resulting in Poko UK becoming a wholly owned subsidiary of the Company.
In connection with the Transaction, the Company completed a consolidation (the “Consolidation”) on the basis of five (5) pre-Consolidation Common Shares to one (1) post-Consolidation common share (each post-Consolidation common share, a “Common Share”). The Company also changed its name from Brunswick Resources Inc. to Poko Innovations Inc. and continued out of the jurisdiction of the Business Corporations Act (Alberta) and into the jurisdiction of the Canada Business Corporations Act (“CBCA”).
Further in connection with the Transaction, the Company issued an aggregate of 1,700,000 Common Shares at a deemed price of $0.11 per Common Shares to certain arm’s length creditors to satisfy indebtedness in the amount of $187,000.
The Company also closed a non-brokered private placement of 7,729,635 Common Shares at a price of $0.11 per Common Share for gross proceeds of $850,260 (the “Concurrent Private Placement”). Common Shares issued to purchasers under the Concurrent Private Placement were sold on a private placement basis pursuant to the “accredited investor” and minimum investment exemptions under National Instrument 45-106 – Prospectus Exemptions.
With the completion of the Transaction and the Concurrent Private Placement, the Company has 77,949,017 Common Shares issued and outstanding on an undiluted basis. The principals of the Company indirectly hold an aggregate of 59,090,909 Common Shares by virtue of their interest in Cannmed, representing 75.8% of the issued and outstanding Common Shares, and those 59,090,909 Common Shares are subject to an escrow agreement pursuant to the policies of the CSE.
Additional information in respect of the Transaction and the Company’s business is available in the Company’s listing statement dated August 13, 2021 (the “Listing Statement”), available under the Company’s profile on www.sedar.com.
New Board and Management
Joining the senior management team of Poko, effective upon listing, are David Hughes as Chief Executive Officer, Senan Sexon as Chief Financial Officer, and Justine O’Hanlon as Chief Operating Officer. The new board of directors of Poko is comprised of Michael Porter as Chairman, Alex Leigh, Tim Henley and Simon Painter.
For further information contact:
Poko Innovations Inc.
Eric Boyd, VP Investor relations
T: +1 (866)-228-1299
Michael J. Porter, President
Porter, LeVay & Rose, Inc.
T: +1 (973) 865-9357
E: email@example.com or IR@pokogroup.com
None of the securities issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Investors are cautioned that, except as disclosed in the Listing Statement (or other disclosure documents to be prepared by the Company) to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The CSE has not in any way passed upon the merits of the Transaction and have neither approved nor disapproved the contents of this press release.
This news release contains forward-looking statements relating to the timing and completion of listing on the CSE and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company include the risks detailed from time to time in the filings made by the Company under securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that its Common Shares will trade on the CSE within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.