Spore life sciences4/29/2023 Provided that only one Earn-Out Milestone can be achieved in any consecutive six-month period following the completion of the Amalgamation, such that the earliest all Earn-Out Milestones can be achieved is within 18 months following the completion of the Amalgamation. In addition, HAVN Life has agreed to issue up to $11,000,000 worth of common shares to the former shareholders of Spore, and up to $19,000,000 worth of common shares to certain consultants that will join HAVN Life upon completion of the Acquisition (collectively, the " Milestone Shares"), as follows in the event the following milestones (each, an " Earn-Out Milestone") are achieved: Pursuant to the Definitive Agreement, in connection with the completion of the Amalgamation and Acquisition, HAVN Life is to enter into: (i) a consulting agreement with Alex Kaplunov, the current Chief Financial Officer and Secretary of Spore, to provide the services of Chief Business Development Officer (ii) a consulting agreement with Michael Zavet, the current Chief Executive Officer and President of Spore, to provide the services of Chief Revenue Officer and (iii) a consulting agreement with Neon Flux LLC to provide marketing and advertising services (each, a " Consulting Agreement", and collectively, the " Consulting Agreements"). (" HAVN Subco"), and Spore, pursuant to which: (i) HAVN Subco and Spore shall amalgamate under the governing provisions of the Business Corporations Act ( Ontario), after which the amalgamated entity shall continue as one corporation (" Amalco") (ii) the holders of common shares of Spore (the " Spore Shares") shall receive an aggregate of 95,000,000 common shares of the HAVN Life (the " Consideration Shares") for the Spore Shares issued and outstanding prior to closing, following which all such Spore Shares shall be cancelled (iii) HAVN Life shall receive one common share of Amalco (each, an " Amalco Share") for each common share of HAVN Subco (each, a " HAVN Subco Share") held by HAVN Life, following which all such HAVN Subco Shares shall be cancelled and (iv) in consideration of the issuance of the HAVN Shares, Amalco shall issue to HAVN Life one Amalco Share for each HAVN Share issued (the " Amalgamation"). The Acquisition will proceed by way of a three-cornered amalgamation among HAVN Life, its newly incorporated, wholly-owned subsidiary, 1000053494 Ontario Inc. "We are also excited to support HAVN's psychedelic endeavors through our digital marketing channels and large customer base," he adds. "We are very excited about this potential partnership and believe that HAVN Life's strong leadership team in the psychedelic space, its experience with natural health products, and network in retail are extremely complementary to our business," says Spore CEO, Michael Zavet. The completion of the Acquisition will bring in nine additional formulations under the HAVN Life retail brand, adding to the Company's growing selection of natural health products that support overall health and cognitive function. Spore was co-founded by CEO and president Michael Zavet, who began looking into the beneficial properties of functional mushrooms to deal with his own personal health matters. "Upon completion of the Acquisition, we will add these high quality formulations to the HAVN Life natural health product portfolio," he adds. "With this Definitive Agreement, HAVN Life is looking to strengthen its position as a leader in brain health focused nutritional supplements," says HAVN Life CEO Tim Moore. consumer base of more than 110,000 Spore customers, nearly 40,000 subscribers, resulting in year to date revenues as of the end of November 2021 of nearly CAD$8 million, and current sales of more than $1 million USD per month. is a leading wellness brand focused on functional mushroom formulations, with a significant U.S. (" Spore"), on the terms and conditions set forth in the Definitive Agreement. (CSE: HAVN) (OTC: HAVLF) (FSE: 5NP) (the "Company" or "Havn Life"), a biotechnology company developing natural health products and innovative therapies to support central nervous system health and enhance the capabilities of the mind, is pleased to announce it has entered into a definitive agreement (the " Definitive Agreement") to acquire (the " Acquisition") all of the outstanding securities of Spore Life Sciences Inc. The Subscription-based Functional Mushroom Company has established a significant consumer base in the U.S.
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