Toronto, Ontario--(Newsfile Corp. - December 12, 2024) - Glow Lifetech Corp. (CSE: GLOW) ("Glow" or the "Company") announces it plans to issue 10,000,000 Shares at a deemed price of $0.20 per Share to Swiss PharmaCan AG (the "Seller") as the final payment (the "Share Payment") under the Share Exchange Agreement (the "Share Exchange Agreement") dated June 18, 2020, and amended as of the date hereof (the "Amendment"), which was entered into among the Seller, Swiss Pharma Corp. ("Swiss Pharma"), and the Company in connection with the Company's acquisition of all outstanding shares of Swiss Pharma.
The Amendment reduced the total number of Shares issuable to the Seller under the Share Exchange Agreement from 30,000,000 to 15,000,000. Of these, 5,000,000 Shares were issued upon the execution of the Share Exchange Agreement, with the remaining 10,000,000 Shares to be satisfied through the Share Payment. For further details regarding the acquisition of Swiss Pharma and the terms of the Share Exchange Agreement, please refer to the Company's Canadian Securities Exchange (the "CSE") Form 2A Listing Statement dated March 8, 2021.
"Swiss PharmaCan has been a critical partner and shareholder of Glow's since our inception, and we are excited to further strengthen this collaboration," said Rob Carducci, CEO, Glow Lifetech. "Their groundbreaking technologies and expertise in cannabinoids and nutraceuticals will continue to support Glow in pushing the boundaries of innovation across cannabis and natural health sectors."
Swiss PharmaCan AG is a Switzerland-based biotechnology company and licensor of Glow's proprietary MyCell™ Technology. The strategic partnership enabled Glow to bring its cutting-edge science and breakthrough products to market in Canada, and will continue to play a key role in the Company's growth journey.
Additionally, the Company plans to issue up to 8,064,304 common shares ("Shares") to settle up to $510,470.44 in outstanding debt at a deemed price of $0.0633 per Share (the "Debt Settlement"). The board of directors of the Company has determined that it is in the best interests of the Company to settle the outstanding debt through the issuance of the Shares in order to preserve the company's cash for working capital.
All securities issued in connection with the Share Payment and the Debt Settlement will be subject to a four month and one day hold as required under applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) except pursuant to an available exemption under the 1933 Act and compliance with, or exemption from, applicable U.S. state securities laws.
About Glow Lifetech Corp Glow Lifetech is a Canadian-based biotechnology company focused on producing nutraceutical and cannabinoid-based products with dramatically enhanced bioavailability, absorption and effectiveness. Glow has a groundbreaking, plant-based MyCell Technology® delivery system, which transforms poorly absorbed natural compounds into enhanced water-compatible concentrates that unlock the full healing potential of the valuable compounds.
Contact: James Van Staveren Glow Lifetech Corp. TF. 855-442-GLOW (4569) ir@glowlifetech.com
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements in this news release include statements with respect to the proposed Debt Settlement, including the amount and completion thereof, and the issuance of the Share Payment and the timing thereof. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the Debt Settlement and Share Payment described in this news release will be completed on the terms described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, which filings are available at www.sedarplus.ca
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