Vejii announces the closing of the acquisition of VEDGEco USA, Inc.


This acquisition will allow Vejii to expand its offering to include business-to-business (“B2B“) wholesale distribution through grocery and restaurant channels for herbal brands through VEDGEco.com.

VANCOUVER, BC, January 4, 2022 / PRNewswire / – Vejii Holdings Ltd. (CSE: VEJI) (“Vejii“or the”Society“), a North American online marketplace for herbal and sustainable products, is pleased to announce that it has completed the acquisition as of December 31, 2021 (the “Acquisition“) from VEDGEco United States, Inc. (“VEDGEco“), a leading online B2B wholesale platform for herbal products, from the shareholders of VEDGEco (collectively, the”Sellers“).

By virtue of a purchase contract (the “Purchase agreement“) dated 22 December 2021 between Vejii, VEDGEco and the Sellers, Vejii has acquired all of the issued and outstanding shares of VEDGEco (the “Purchased shares“), for a total purchase price of US $ 6,250,000 (the “Purchase pricePursuant to the purchase agreement, Vejii issued to the sellers on the closing date of the acquisition a total of 12,865,000 common shares of Vejii with a deemed value of US $ 3,500,000 Where CA $ 4,502,750 (the “Counterpart actions“), as determined on the basis of a price per counterpart share of CA $ 0.35, converted to United States dollars to the Bank of Canada exchange rate on 22 December 2021. The balance of the Purchase Price is payable in price supplements up to a maximum of US $ 2,750,000, payable in ordinary shares (the “Reward actions“), priced in the context of the market, to be remitted to Sellers as soon as VEDGEco has reached certain milestones as defined more particularly in the Purchase Contract.

The Remuneration Shares and the Premium Shares are subject to a legal holding period of four months and one day, transfer restrictions under United States securities laws and a contractual freeze as defined in the purchase contract (the “Voluntary confinement“). Subject to compliance with applicable securities laws, 12.5% ​​of the Counterpart Shares and Counterpart Shares will be released from voluntary blocking on a quarterly basis for a period of 24 months from the date of episode.

Key VEDGEco personnel should continue to manage VEDGEco operations and Kory zelickson and Darren gill, directors of Vejii, have joined the board of directors of VEDGEco.

“I would like to personally thank our advisors and members of our team on both sides who worked tirelessly over the holidays to ensure that we complete this transaction before the end of the year. This allows our new combined teams to start in 2022 and focus on growing our business and integrating new customers and products into our platforms, ”said Kory zelickson, CEO of Vejii.

The acquisition is expected to generate synergies between purchasing, customer service, technology and logistics for Vejii and VEDGEco. Vejii will also be able to take advantage of VEDGEco’s existing facilities in Hawaii, Northern California and Georgia, while allowing VEDGEco to access its facilities by Texas, Wisconsin, and its third-party logistics operation soon to be operational at Southern california

In addition to providing VEDGEco’s existing offering of wholesale herbal products, Vejii will now have the opportunity to significantly expand VEDGEco’s product selection by leveraging its existing batch purchases and expanding the product line. on its platform via VEDGEco. VEDGEco operates its distribution centers from Hawaii and California, which will further expand Vejii’s distribution network, reducing shipping costs and expanding the regionalized same-day delivery company’s offering.

“Between the IPO and the finalization of our acquisition of Vegan Essentials and then VEDGEco, 2021 ended on a high note for us,” said Darren gill, president and chief operating officer of Vejii. “I think we have proven our ability to execute our plans and goals, by making two deals in two months, and the stage is now set for growth in 2022, as Vejii will be able to serve our brand partners through our market. direct to consumers and business to business with the addition of VEDGEco. “

About VEDGEco United States Inc.

With the goal of providing freedom of food choice to independent restaurants and businesses, VEDGEco is the nation’s premier plant-based wholesaler. Launched nationwide in 2020, we ship frozen plant-based products in bulk to the restaurant and wholesale food industry, as well as consumers in the United States.

Our carefully curated selection of the best plant-based meat, dairy and egg alternatives are shipped frozen and in recyclable and compostable packaging to reduce our carbon footprint and make it easy for our customers to say yes to delicious, delicious foods. of plants!

About Vejii Holdings Inc.

Based at Kelowna BC, Vejii is a unified digital marketplace and fulfillment platform featuring thousands of herbal and sustainable lifestyle products from a growing list of hundreds of suppliers. The platform delivers an easy-to-use omnichannel experience for suppliers and buyers, leveraging big data and artificial intelligence to elegantly connect brands to a targeted consumer base, both organically and through programs. specialized marketing. Dynamic fulfillment services enable brands to deliver top-level service, with continued engagement through features like smart lists, subscription programs, reorganization functions, sampling programs, and more. .

The Company also owns and operates the US company Veg Essentials LLC (“Vegan essentials“), which operates VeganEssentials.com. A staple of the plant-based community, Vegan Essentials was established in 1997 and brings over 20 years of consumer insight, data and purchasing power. VeganEssentials.com received the award for Best Vegan Online Store of 2005-2018, as well as Best Vegan Online Grocer of 2018-2021 by VegNews Magazine.

For more information, visit VejiiHoldings.com

VejiiHoldings.com

ON BEHALF OF THE BOARD OF DIRECTORS:

Kory zelickson, Director and CEO

Find Vejii on social networks: on Instagram, Facebook, Twitter and LinkedIn

No securities regulatory authority has approved or disapproved of the contents of this press release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Vejii in any jurisdiction in which such an offer, solicitation or sale would be illegal. Counterparty Shares and Counterparty Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act“), or any state securities law. Therefore, counterpart shares and counterpart shares may not be offered or sold in the United States or to United States nationals (as defined in Regulation S of the US Securities Act) unless they are registered in the US Securities Act and applicable state securities laws, or under exemptions from the registration requirements of the US Securities Act and applicable state securities laws. on applicable state securities.

ATTENTION REGARDING FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements are generally identified by words such as “believe”, “plan”, “expect”, “anticipate”, “estimate”, “intend”, “the strategy”, “the future” , “The advisability”, “the plan,” “may”, “should”, “will”, “would”, and similar expressions. Forward-looking statements contained in this press release include statements relating to: (i ) the payment of earn-out shares to sellers; (ii) the expected effects of the acquisition for the Company and VEDGEco, including the expected expansion of Vejii’s offerings to include B2B wholesale distribution through VEDGEco.com , the expectation that key VEDGEco personnel will remain with the Company, the expectation that the Company will be able to develop the activities of Vejii and VEDGEco and integrate new products on their respective platforms, the expectation that the acquisition will generate synergies between purchasing, customer service, technology and accommodation tick for Vejii and VEDGEco, the expectation that Vejii will be able to take advantage of VEDGEco’s existing facilities at Hawaii, Northern California and Georgia, the expectation that Vejii will provide VEDGEco with access to its facilities, including the third-party logistics operation planned by Vejii in Southern california, the expectation that Vejii is able to supply VEDGEco’s existing offering of wholesale herbal products, the expectation that Vejii is able to expand VEDGEco’s product selection by leveraging its purchase of existing case lots and expanding the product line on its platform through VEDGEco, the expectation that VEDGEco distribution centers will further extend Vejii’s distribution network, reducing shipping costs and expanding the The company’s regionalized same-day delivery offering and expectation that Vejii will be able to serve its partner brands through the company’s direct-to-consumer and business-to-business market through the addition of VEDGEco. Although the Company believes that the expectations and assumptions on which these forward-looking statements and information are based are reasonable, one should not place undue reliance on forward-looking statements and information as the Company cannot guarantee that they will prove to be correct. Because forward-looking statements and information deal with future events and conditions, by their very nature they involve inherent risks and uncertainties. There are many factors that could cause actual future events to differ materially from the forward-looking statements contained in this press release, including, without limitation, that the Company may not be able to pay the sellers for the consideration shares. , that the acquisition may not have the expected effects on the Company and / or on VEDGEco and other factors beyond the control of the Company. Readers are cautioned that the above list of factors is not exhaustive. The forward-looking statements included in this press release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this press release are made as of the date hereof and the Company assumes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise. , unless required by applicable law.

SOURCE Vejii Holdings Ltd.


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