|By PR Newswire||
|January 29, 2014 07:15 AM EST||
WOODLAND HILLS, Calif., Jan. 29, 2014 /PRNewswire/ -- GrowLife, Inc. (OTCBB: PHOT), a diversified company operating in the legal cannabis industry which develops, markets and deploys products and services of legal cannabis, is pleased to announce that Organic Growth International, LLC ("OGI"), its previously announced joint venture with CANX USA, LLC, has entered into a series of agreements with CEN Biotech, Inc., subject to the approval of the GrowLife Board of Directors. GrowLife currently has a 45% ownership interest in OGI, with conditions under which it can gain majority interest.
CEN Biotech, working under the inspection and authority of Health Canada, has completed the extraordinary governmental processes in Canada to receive approval to begin constructing their state of the art medical marijuana facility in the City of Lakeshore, Ontario, Canada. The facility has undergone extensive vetting by authorities to ensure strict compliance and facility security requirements of Canadian Government and provincial requirements in Canada. Importantly, the facility has been graciously embraced by the town of Lakeshore and the Windsor Essex Economic Development Authorities as a most desirable source of jobs and economic activity for this highly agricultural region. This production facility is expected to have the capacity to produce up to 1.3 million pounds of dried medical marijuana annually, and the total may include capacity that is set aside for import and export. While facility construction has commenced, as of the date of this release CEN Biotech has to next secure the final and formal permissions to grow, harvest, package, and sell medical marijuana in Canada or for export.
Through a series of agreements, OGI facilitated a 25% equity position in CEN Biotech which is in addition to the ownership interest in certain licensing fees from CEN Biotech held through OGI, along with a shared right to revenue sharing of 7.7% of all gross payments received by CEN Biotech. In addition, GrowLife and its affiliates will serve as CEN Biotech's exclusive supplier of legal cannabis growing equipment for the entire term of the shared ownership, subject to certain limitations. Furthermore, if and when CEN Biotech achieves cumulative manufacturing and sales volume of one million pounds of cannabis, OGI will be entitled to a $100 million payment. In exchange for the rights listed above, and others, GrowLife will issue to designated CEN Biotech shareholders a total of 235,294,118 shares of restricted GrowLife common stock, the equivalent of $40 million at $0.17 per share, after CEN Biotech is formally approved to produce and harvest cannabis by the appropriate Canadian authorities. The shares will be issued only if CEN Biotech receives final approval to grow and sell marijuana as currently planned, which means any issuance will likely be months in the future and closer to when there are revenue opportunities for CEN Biotech and therefore GrowLife. If these shares are ultimately issued, GrowLife will be obligated to register them under applicable federal and state securities laws. This contingent issuance is also subject to the GrowLife shareholders increasing the authorized common stock at the upcoming special meeting of shareholders.
"The agreement represents an outstanding beginning for GrowLife's newly expanded business model and entry into lucrative global market sectors in legal cannabis," stated Sterling Scott, CEO, GrowLife Inc. "The scale of the planned operations is truly unprecedented for legal cannabis worldwide as the facility has been proposed and is under construction for a production capacity of up to 1.3 million pounds of dried medical marijuana annually. We are extremely pleased to participate in this tremendous revenue opportunity for GrowLife and its shareholders which we believe clearly installs GrowLife as one of the foremost cannabis related companies on an international level."
"When we were provided with the opportunity to potentially provide these services in Canada our team realized that we needed the additional support and expertise of an elite cannabis company with the assets, technology, and intellectual capital to see our dream through to reality," stated Bill Chaaban, President and CEO, CEN Biotech. "In GrowLife we have found that ideal partner."
A full 8k detailing the Agreement will be released within the allowed time period. A GrowLife Investor Presentation can be viewed online at http://growlifeinc.com/growlife-presentations-october-2013/
From time to time, GrowLife will provide market updates and news via its websites GrowLifeInc.com, Cannabis.org or the Company's Facebook page at https://www.facebook.com/tellthetruthfederalgovernment
About GrowLife, Inc.
GrowLife, Inc. (PHOT) (www.growlifeinc.com) develops, markets and deploys products and services addressing the needs of legal cannabis growing and retail operations, including hydroponic growing equipment and retail support software. The Company provides these solutions in our nationwide retail network, as well as online sites Greners.com, Phototron.com and 58Hydro.com. The Company also operates the political and social forum, Cannabis.org
About CEN Biotech
CEN Biotech, Inc. was established in 2013 as a partially owned subsidiary of Creative Edge Nutrition (OTC Pink: FITX) for the sole purpose of supplying the Canadian public with pharmaceutical-grade medical cannabis under the newly established Marihuana for Medical Purposes Regulations (MMPR) CEN Biotech Inc. has submitted a comprehensive application to become a licensed producer (LP) of dried marihuana for medicinal purposes and has received a ready-to-build approval from Health Canada.
Cautionary Language Concerning Forward-Looking Statements
This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for GrowLife's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in GrowLife's filings with the United States Securities and Exchange Commission. Examples of such forward-looking statements in this release include statements regarding future sales, costs and market acceptance of products as well as regulatory actions at the State or Federal level. For a more detailed description of the risk factors and uncertainties affecting GrowLife, Inc. please refer to the Company's Securities and Exchange Commission filings, which are available at www.sec.gov. GrowLife, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Kurt Divich (702) 396-1000
SOURCE GrowLife, Inc.
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