Star Metro - Justera Announces Definitive Agreement to Sell Port North Extracts Inc. and Resignations

Under the Share and Asset Purchase Agreement, and subject to the satisfaction or waiver of customary closing conditions, the Purchaser will acquire all issued and outstanding shares of Port North. In consideration for the acquisition, the Purchaser will pay $1 and assume all of Port North's indebtedness and liabilities, including all outstanding liabilities, borrowings, loans, and other indebtedness, as set forth in the agreement. No finder's fee is payable in connection with the transaction.

Additionally, the Company announces that both Mr. Joshua Herman, the Company's Chief Executive Officer and Director, and Mr. Paul Haber, Chief Financial Officer, have resigned from the corporation. The Company expresses its sincere appreciation to both Mr. Herman and Mr. Haber for their leadership and valuable contributions during their tenures. Justera wishes them continued success in their future endeavors. Following these resignations, Mr. Young Cho Lee is the Company's sole remaining director and officer.

About Justera Health

Established in 2020, Justera is a Canadian company focused on health and wellness. Justera's mission is to enhance Canadians overall well-being with diverse solutions catering to individual needs.

For more information about the Company, please refer to the Company's profile on SEDAR+ at www.sedarplus.com.

For further information:

Investor Relations & Communications

Youngcho Lee, Director
Tel: (604) 671-0575
Email: [email protected]

Forward-Looking Statements:

Certain statements contained in this news release may constitute forward-looking information, including statements relating to the future development of Justera's business. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", and similar expressions. All statements included herein, other than statements of historical fact, are forward-looking ‎statements, including but not limited to: the terms, timing and completion of the Transaction, if the Transaction is to close at all, the receipt of all necessary regulatory and CSE approvals, authorizations and consents in connection with the Transaction, and the completion or waiver, as applicable, of all conditions precedent required for the completion of the Transaction; the anticipated business plans, management structure, and future activities of the Company and Port North, including the Company's intention to integrate Port North into its business; and the anticipated benefits and synergies to be derived from the Transaction on the business of both Port North and the Company; and the date in which the Payment Shares may become free-trading.

Forward-Looking Statements are based on assumptions, estimates, analyses and opinions of management of the Company at the time they were provided or made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including: (i) successful completion of the Financing; (ii) successful completion of the Transaction and the integration of the business of Port North in connection therewith; (iii) the ability to manage anticipated and unanticipated costs; (iv) achieving the anticipated results of the Company's strategic plans; (v) obtaining and maintaining all required licenses, approvals and permits, including regulatory approvals required to complete the Transaction; and (vi) general economic, financial market, regulatory and political conditions in which the Company operates.

Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The actual results of Justera could differ materially from those anticipated in this forward-looking information as a result of the inability of Port North to complete the Financing, the inability to consummate the Transaction, including the inability to obtain required regulatory approvals and third-party consents and the satisfaction of other conditions, inputs, suppliers and skilled labour being unavailable or available only at uneconomic costs; changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws generally and adverse future legislative and regulatory developments involving medical and recreational marijuana, competitive factors in the industries in which Justera operates, prevailing economic conditions, changes to Justera's strategic growth plans, and other factors, many of which are beyond the control of Justera.

Management of Justera believes that the expectations reflected in the forward-looking information herein are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward‐looking information contained in this news release represents Justera's expectations as of the date hereof and is subject to change after such date. Justera disclaims any intention or obligation to update or revise any forward‐looking information whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

Neither the Canadian Securities Exchange (the "CSE") nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

###

SOURCE: Justera Health Ltd.

View the original press release on ACCESS Newswire

F.Davis--SMC