Mendell Helium Plc Regulatory News (MDH.PL)

13 March 2024

Voyager Life plc

("Voyager" or the "Company") 

Proposed merger with Northern Leaf

Voyager, the health and wellness group formulating, manufacturing and supplying high-quality Cannabidiol (CBD), hemp seed oil and hemp-related products, is pleased to announce that it has signed heads of terms with Northern Leaf plc ("Northern Leaf") for a merger of the two companies (the "Merger").

The Merger would value the enlarged group at in excess of £5 million, based on Voyager's current share price of 11 pence and assuming that the deferred consideration is settled in full. The deferred consideration is described in more detail below and, at its upper end, is based on potential revenues by Northern Leaf of over £5 million by no later than 31 March 2025.

Based in Jersey, Channel Islands, Northern Leaf is a cultivator and processor of pharmaceutical-grade medical cannabis flower. The Merger will be effected through the acquisition of the entire issued capital of Northern Leaf in consideration by the issue of new Voyager ordinary shares ("New Voyager Shares"). The transaction will create the first vertically integrated cannabis company in the British Isles with both pharmaceutical and health & wellness operations. From its two bases in Scotland and Jersey, the enlarged group will have multiple revenue streams and will comprise:

· 100,000 square feet of state-of-the-art indoor growing facilities

· GACP and GMP accredited facility

· Pharmaceutical customers in the UK and overseas

· VoyagerCann's manufacturing facility - both Voyager products and white label

· Three consumer brands - Voyager, Ascend Skincare and Infused Amphora

· Retail through online portals and Voyager's three own stores

· Wholesale of health & wellness products throughout the UK

Terms of the Merger

The Merger comprises a total consideration of up to 33,900,000 New Voyager Shares and includes a preliminary element, a loyalty element, and deferred performance-based consideration:

(i) Preliminary consideration: 10,000,000 New Voyager Shares issued pro rata to shareholders of Northern Leaf

(ii) Loyalty consideration: up to 2,000,000 New Voyager Shares issued to shareholders of Northern Leaf who remain on the shareholder register for six months after completion in proportion to their current shareholdings in Northern Leaf

(iii)  Deferred consideration: up to 21,900,000 New Voyager Shares issued pro rata to shareholders of Northern Leaf subject to Northern leaf achieving annual revenues by no later than 31 March 2025 of:

· not less than £2.0 million - 10,950,000 New Voyager Shares

· more than £5.0 million - a further 10,950,000 New Voyager Shares

New Voyager Shares will vest on a straight line basis for revenue in between the £5.0 million upper and £2.0 million lower limits.

In order to facilitate the rescue of a company that is in serious financial difficulty, the Takeover Panel has conditionally granted a waiver from the application of the Takeover Code in respect of the Merger.

The Merger is contingent on Voyager undertaking a fundraising to provide working capital for the enlarged group. Northern Leaf's facility is fully constructed and there are no material capex requirements remaining. However, Northern Leaf will benefit from the Merger and financial support from Voyager as it seeks to accelerate sales of medical cannabis products this year and reach a position of self-sustaining cashflows. Shareholder enquiries should be directed to Stanford Capital Partners or SI Capital whose contact details below. 

Frank Walker, chairman of Northern Leaf, Geoff Eyre, CEO of Northern Leaf, are expected to join the Voyager board on completion of the Merger, subject to completion of regulatory due diligence. Eric Boyle, Nick Tulloch and Jill Overland will remain on the board.

Nick Tulloch, Chief Executive Officer and Founder of Voyager, said: "We are delighted to be announcing this very significant expansion of the Voyager group through our planned combination with Northern Leaf. The enlarged group will set a new standard in the British Isles' cannabis industry through its vertically integrated cultivation, manufacturing and sales divisions. Furthermore, it provides shareholders of both companies with exposure to both the medical and over-the-counter markets.

"With the complementary operating structures of Voyager and Northern Leaf, the enlarged group expects to be able to derive immediate revenue and cost synergies following completion of the Merger. The Merger is structured to reward and incentivise Northern Leaf shareholders who remain as long term holders of the group whilst matching the valuation against the future expected performance of the business.

"Northern Leaf has a fully constructed state of the art 100,000 square foot indoor growing facility and a tax-efficient location in Jersey. It has already commenced sales of medical cannabis and, as cultivation is expanded and new strains are developed, it is well positioned to develop new customer channels in the next 12 months."

Geoff Eyre, Chief Executive Officer of Northern Leaf, said: "This merger with Voyager delivers on our long standing commitment to bring Northern leaf onto the listed markets and provide liquidity for our shareholders. We have been impressed with the breadth of Voyager's operations and the integration of the two businesses provides numerous opportunities for each of us to accelerate our development. Frank and I are looking forward to joining the Voyager board and taking the enlarged group to a position of market leadership of the cannabis industry within the British Isles.

"The enlarged group will benefit from a number of meaningful operational synergies and efficiency savings as we move towards profitable, self-sustaining cash flow generation during H2 2024."

The Merger will be subject, inter alia, to completed transaction documentation and approval of the issue of new shares by Voyager shareholders. A circular will be dispatched shortly and further announcements will be made in due course.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

ENDS

Enquiries:

Notes to Editors:

About Voyager

Voyager was founded in 2020 and is based in Perth, Scotland. The Company's primary objective is the formulation, manufacture and supply of high quality CBD and hemp seed oil products although it also produces several other complementary products, the majority of which are manufactured from the hemp plant. Its product categories include a pet range which has rapidly developed into one of the Company's best sellers. The Company sells online, through third party stores and in its own stores which are located in St Andrews, Edinburgh and Dundee. The Company has three principal retail brands: Voyager, focused on health & wellness and petcare; Ascend Skincare, its beauty range; and Amphora, with 23 products validated on the FSA's novel foods list and a range of vapes. Voyager products are currently available from Cornwall to Shetland in online and brick-and-mortar outlets.

The Company's philosophy of plant-based health and wellness is embodied in its mission statement and hashtag of "Choose you". With an experienced team and a product line created in line with the UK's regulatory regime, Voyager aims to become the trusted brand in this increasingly popular health and wellness space.

Through Voyager's bespoke skincare product creation and development division, voyagerCann, the Company also offers a full turnkey service to other CBD, skincare and cosmetics brands assisting them in developing and launching new products with a manufacturing and distribution facility in Scotland.

Website and social media links:

Voyager:

https://voyagercbd.com/

https://www.instagram.com/voyagercbd/

https://twitter.com/voyagercbd

https://www.linkedin.com/company/voyager-cbd/

https://www.facebook.com/voyagercbd/

voyagerCann:

https://voyagercann.com/

https://www.instagram.com/voyagercann/

https://twitter.com/voyagercann/

https://www.linkedin.com/company/voyagercann/

https://www.facebook.com/voyagercann/

Amphora:

https://www.infusedamphora.com/

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identi?ed by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements re?ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.