3 February 2021
World High Life Plc (AQSE: LIFE) (OTCQB: WRHLF) is pleased to announce that Tony Calamita has been appointed as Chief Executive Officer and Director of the Company with immediate effect.
Tony is one of the founders of the Company’s wholly owned subsidiary, Love Hemp Limited (“Love Hemp“) and has played a crucial role in the rapid development of Love Hemp’s business, creating one of the UK’s leading CBD and health and wellness suppliers.
Commenting on Tony’s appointment, Andrew Male, Director of the Company, said: “Tony has worked closely with the World High Life Board since the acquisition of Love Hemp in 2019. His guidance and energy with the operations of Love Hemp are key to its success to date, and it is natural for him to accept this appointment to join the Board of World High Life. We are very pleased to welcome him and look forward to working with him on the continuing growth of Love Hemp”.
Settlement of Deferred Consideration
Concurrently with the appointment of Mr. Calamita as a Director, and further to the Company’s announcement of 25 September 2020, the Company and the vendors of Love Hemp (the “Vendors“) have agreed that settlement of the final deferred consideration of £2,000,000 due to the Vendors will be satisfied by the issue of ordinary shares of 1p each in the Company (“Ordinary Shares“), rather than in cash.
Accordingly, the Vendors will be issued with a total of 133,333,333 Ordinary Shares at a price of 1.5p per share (the “Vendor Shares“), in full and final settlement of the consideration due to them. The Vendor Shares will be allotted in two tranches: an initial tranche of 68,000,000 Ordinary Shares (the “Initial Vendor Shares“) will be allotted immediately, and the balance of 65,000,000 Ordinary Shares will be allotted by no later than 30 June 2021.
Tony Calamita and Thomas Rowland are the principal Vendors and have each been allotted 30,600,000 of the Initial Vendor Shares, such that each now has an interest in 54,100,000 Ordinary Shares, representing, in each case, 13.48% per cent of the Company’s enlarged issued share capital.
The settlement of the deferred consideration by the issue of the Vendor Shares will eliminate £2,000,000 of debt at Word High Life.
Issue of additional Ordinary Shares for Cash
Further to the subscription of Ordinary Shares announced by the Company on 27 January 2021, World High Life is pleased to announce that Peterhouse Capital Limited has procured subscriptions for an additional 12,500,000 Ordinary Shares, and the Company has directly procured subscriptions for an additional 34,200,000 Ordinary Shares for a total of 46,700,000 Ordinary Shares at a subscription price of 1.0p per share (the “Additional Subscription Shares“), raising gross proceeds of £467,000 for the Company.
Subscribers for the Additional Subscription Shares will also receive 1 share purchase warrant for every 1 Ordinary Share subscribed for, amounting in aggregate to 46,700,000 additional warrants (the “Additional Warrants“). The Additional Warrants may be exercised at any time until 2 years from the closing of this financing at an exercise price of 1.0p per Ordinary Share.
The Company has also issued a Deed of Variation to holders of the outstanding £1,910,292 of convertible loan notes and convertible debentures (together, the “Convertible Debentures“), issued in earlier financings by the Company. If the holders of Convertible Debentures accept the Deed of Variation, the Convertible Debentures, plus accrued interest at a rate of 10% per annum, will be converted into Ordinary Shares at a price of 0.025p per share.
With the appointment of Tony Calamita, Robert Payment has resigned from the Company. Mr. Payment Is committed to working with the Company through a transition phase. We would like to thank him for his involvement and support and wish him well in his future endeavours.
Application for Admission
Application will be made for the Initial Vendor Shares and the Additional Subscription Shares to be admitted to trading on the AQSE Growth Market and admission is expected to become effective on 9 February 2021.
Enlarged Issued Share Capital
Following the issue of the Initial Vendor Shares and the Additional Subscription Shares, the Company has 401,440,419 Ordinary Shares in issue, each share carrying the right to one vote. The figure of 401,440,419 should be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
The Directors of the Company accept responsibility for the contents of this announcement.