Invictus MD acquires 35% of on-line smoke shop

2015-02-05 08:43 ET - News Release

Mr. Dan Kriznic reports
INVICTUS MD STRATEGIES ANNOUNCES ACQUISITION OF 35% INTEREST IN FOCUS DISTRIBUTION LLC

Invictus MD Strategies Corp., further to its news release dated Dec. 31, 2014, has entered into a definitive agreement dated Feb. 3, 2015, with Focus Distribution LLC, located in Southfield, Mich., which operates as the Smokazon, and the founders of Smokazon, pursuant to which the company has acquired a 35-per-cent membership interest in Smokazon. In consideration for the purchased interests, the company has paid $120,000 and issued 254,366 common shares of the company to Smokazon and granted an aggregate of 300,000 share purchase warrants to the founders, exercisable at a price of 50 cents per share for a period of 24 months from the closing date of Feb. 4, 2015.

Dan Kriznic, president and chief executive officer of Invictus MD, commented: "The management team at Smokazon has built an exceptionally robust platform using their expertise in social media and digital marketing. We are grateful to have them as part of our team and look forward to working together to build the Smokazon brand and increase shareholder value for the company."
The consideration shares are subject to a four-month hold period as well as a contractual restriction on transfer, whereby the consideration shares will be released in three equal amounts on the dates that are three, six and nine months from the closing date. The company was also granted an option exercisable on either the second or third anniversary of the closing date to purchase an additional 14-per-cent membership interest in Smokazon, on a fully diluted basis, at a price equal to four times the earnings before tax, interest, depreciation and amortization of the 12 months prior to the company's exercise of this option.
About Smokazon

Smokazon is an American on-line-based corporation engaged in worldwide marketing and selling of aromatherapy and smoking-related gear and accessories. With approximately 120,000 unique monthly visitors to its on-line store and 5,500 registered users on their blog, Smokazon has created a unique store that offers its customers the ability to find products quickly together with free shipping, hassle-free returns, a lowest-price guarantee and a 30-day return window. For more information please visit Smokazon's website.