Jared Berry Acquires Common Shares of Isodiol International Inc.
On February 14, 2019, Jared Berry (the “Acquiror”), c/o 1712 Pioneer Avenue, Suite 1923, Cheyenne, Wyoming, 82001, USA, acquired an aggregate of 9,382,677 common shares (the “Purchased Shares”) of Isodiol International Inc. (the “Issuer”) by way of: (i) the indirect acquisition by the Acquiror of ownership of an aggregate of 8,340,157 common shares of the Issuer pursuant to an asset purchase agreement between Carlsbad Naturals LLC (“Carlsbad NM”), the Issuer and ISO International LLC (“ISO”) in consideration for the sale by Carlsbad NM to ISO of certain assets of Carlsbad NM; (ii) the acquisition by the Acquiror of control and direction over an aggregate of 521,260 common shares of the Issuer pursuant to an asset purchase agreement between Carlsbad Naturals LLC (“Carlsbad WY”), the Issuer and ISO in consideration for the sale by Carlsbad WY to ISO of certain assets of Carlsbad WY; and (iii) the indirect acquisition by the Acquiror, through Elvis Monroe LLC, of ownership of an aggregate of 521,260 common shares of the Issuer pursuant to a private placement of the Issuer (collectively, the “Transactions”). The Issuer’s head office is located at 2710-200 Granville Street, Vancouver, British Columbia V6C 1S4.
Immediately prior to the completion of the Transactions, the Acquiror did not own or exercise control or direction over any common shares of the Issuer. Immediately following the completion of the Transactions, the Acquiror had ownership of and control over an aggregate of 9,382,677 common shares of the Issuer representing approximately 18.4% of the issued and outstanding common shares of the Issuer on a non-diluted basis. The 9,382,677 Purchased Shares were issued from treasury of the Issuer at a deemed price of CDN$1.27 per share for aggregate consideration of approximately CDN$11,916,000.
The Purchased Shares were acquired for investment purposes. The Acquiror, Carlsbad NM, Carlsbad WY and/or Elvis Monroe LLC may, from time to time, take such actions in respect of their holdings in securities of the Issuer, as they may deem appropriate, in light of the circumstances then existing, including the purchase of additional common shares or other securities of the Issuer or the disposition of all or a portion of their security holdings in the Issuer, subject in each case to applicable securities laws and the terms of such securities.
Pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, the Acquiror will file an early warning report in respect of the Transactions with the applicable Canadian securities regulators, a copy of which will be available under the Issuer’s profile at www.sedar.com. A copy of the early warning report can be obtained by contacting the Acquiror at (951) 500-7356.