RotoGro to Acquire Global Ownership of IP and Manufacturing for Perishables
RotoGro World Wide (Canada) Inc., a wholly-owned subsidiary of RotoGro International Limited (“ASX:RGI”, “RotoGro” or the “Company”), is pleased to announce that it has signed a Share Purchase Agreement (“SPA”) to acquire Roto-Gro Technologies Inc, which holds all intellectual property including patents & patents pending, proprietary iGrow® growing management software, and manufacturing stock, plant & equipment. The purchase will give RotoGro ownership and control of exclusive rights to all orders and growing ownership opportunities in perishable foods, pharmaceuticals, nutraceuticals and all other growing purposes; and is in addition to the lawful cannabis rights that RotoGro acquired from Roto-Gro Technologies Inc prior to RotoGro’s IPO in 2017.
Roto-Gro Technologies Company Background:
Roto-Gro Technologies Inc., a company incorporated pursuant to the laws of Ontario, Canada is located in xxx, Ontario and was established in xxx (“RTI”). RTI and the Company are parties to an original equipment manufacturer supply agreement dated March 3rd, 2017 (“OEM Agreement”) which provides for the exclusive manufacture of RotoGro Rotational Hydroponic Gardens. Roto-Gro Technologies hold proprietary, patented, and patents-pending technology in the stackable rotary hydroponic garden space that are licensed to RotoGro on an exclusive basis for lawful medicinal and recreational cannabis markets as well as a non-exclusive basis for all other purposes including pharmaceuticals, nutraceuticals and perishable foods.
Details of the Transaction:
RotoGro has agreed to acquire one hundred percent of the fully paid ordinary shares of Roto-Gro Technologies Inc. and its subsidiaries which encompass the assets, intellectual property, ongoing contacts, key personnel, industry know-how and business goodwill of Roto-Gro Technologies Inc. Subject to RotoGro Shareholder approval, the Company has agreed to an upfront acquisition consideration of ten million (10M) fully paid ordinary shares in the share capital of RotoGro and twenty million performance shares which convert to ordinary shares in two equal tranches of ten million shares on the achievement of AUD $5M in revenue and AUD $10M in revenue generated from orders in the perishable foods space.
Completion is conditional upon the following being satisfied by xx xxx 2018.
- Approval by RotoGro’s shareholders for the issue of securities for the purposes of both Chapter 10 of the Listing Rules and section 606 of the Corporations Act
- RotoGro completing due diligence on RTI to its sole satisfaction
- The Independent Expert opining that this agreement is reasonable for RotoGro’s shareholders
- There being no material adverse change in the business, financial or trading position, or assets, liabilities or profitability or prospects of RTI, or any event reasonably likely to result in such a material adverse change
- There is no material breach, and there are no facts or circumstances that may reasonably be expected to lead to a material breach, of any Warranties before Completion
Managing Director of RotoGro, Michael Carli states, “The acquisition of Roto-Gro Technologies Inc. is a critical step to securing control and exclusivity of intellectual property and proprietary technology for all agricultural growing applications globally. We are currently in discussions with perishable food growers and partners across Australasia, South-East Asia and Middle East with regards to growing partnerships and offtake agreements. The acquisition of Roto-Gro Technologies will also allow us to undertake cost reduction reviews of manufacturing and supply chain agreements to ensure lower production costs and maximum returns for shareholders.”