SPA Termination

Voyager Life PLC

03 July 2023

 

3 July 2023

Voyager Life plc

("Voyager" or the "Company") 

Operations update

Voyager, the health and wellness company manufacturing and supplying high-quality Cannabidiol (CBD), hemp seed oil and hemp-related products, is pleased to provide the following update on its operations.

Highlights:

·    Expiry of longstop date for acquisition of Polish CBD extraction and manufacturing facility

·    Confirmation of first manufactured products' orders from major customers

·    Cash balance of c. £787,000 as at 3 July 2023

Termination of acquisition of Polish CBD extraction and manufacturing facility

On 1 January 2023, Voyager assumed operational control of the extraction and manufacturing facility in Poland, which was acquired from Goodbody Health Limited ("Goodbody") on 16 December 2022. As announced at the time, legal title was expected to pass following the conclusion of certain Polish registration requirements.  Legal advice received at the time indicated that this process would be a formality, taking around two to three months, but in fact it remains ongoing and without any certainty of timing for conclusion.  The longstop date under the sale and purchase agreement ("SPA"), which had already been extended once, expired on 30 June 2023.

Regrettably it has become apparent in negotiations over the past weeks that Voyager and Goodbody are some way apart in their proposed terms for a further longstop extension.  The open ended approval process has created some uncertainties for both parties around full access to the assets that are subject to the transaction: in Voyager's case, the facility itself where the land and buildings are freehold, and in Goodbody's case, the cash held in escrow.  This has frustrated both parties' plans for future development.  Although compromises have been proposed, an equitable solution has not been found.

The parties have therefore agreed to terminate the SPA and operating control of the facility has returned to Goodbody.

Customers

In its announcement on 18 May 2023, Voyager outlined five examples of potential new customers for its manufacturing division, VoyagerCann, which the Company believes could have a very significant effect on its revenue.  Only one of these customers was fully dependant on the Polish facility.  Of the other four, Voyager is pleased to announce that one has now confirmed its first order with the Company and a second, which is the largest of the examples given, has indicated that it expects to be in a position to commission VoyagerCann's services in the autumn of this year.  Discussions with the other two remain ongoing.  In addition to these examples, since its last announcement, VoyagerCann has received and manufactured its largest single order to date.  With a total value of around £25,000, the order was made in Scotland for delivery to a European customer.

Each of these customer opportunities is for the formulation and manufacture of products under their brands and, if successful, VoyagerCann anticipates regular re-orders of those products in line with the customers' sales to end customers. VoyagerCann has also begun to take steps to upgrade its manufacturing facility in Scotland to include food products which will expand its scope to fulfil both these and other orders.

Funding position

Following the termination of the SPA, Voyager has applied to the escrow agents for the £500,000 that was placed in escrow at the start of the year to be returned to the Company.  Voyager's cash balance at the opening of business on 3 July 2023, including the escrow, was approximately £787,000 meaning that the Company is funded for the next 12 months based on its current operations.

The Polish facility had been loss making for the first six months of the year so relinquishing that business has provided greater funding capacity for the expansion of Voyager's core UK operations.

In addition to the above, Voyager has an outstanding claim for an employment grant for around £3,000 and has also been preparing an R&D tax claim which, if successful, would be settled to the Company in cash.

With the termination of the SPA, the £1.0 million convertible loan notes with a 7.5 per cent. annual coupon will no longer be issued.

Nick Tulloch, Chief Executive Officer and Founder of Voyager, said: "Whilst relinquishing the Polish facility is a disappointment, we have always adhered to the principle of conservative management and the ongoing uncertainties of the Polish approval process, coupled with the challenges of operating the facility optimally without full ownership, leave us in no doubt that this is the right decision. 

"CBD isolate and distillate prices remain under pressure and so the true value of the facility was in the ability to extend its capabilities to finished products.  These are predominantly designed in Scotland and we have scope to expand our facility there to address all customer requirements.  Alongside this, tightening of requirements by European couriers in recent months has made the transport of CBD out of Poland more difficult than earlier in the year.

"Through these challenges in the industry, we continue to see considerable opportunities for growth, both organic and acquisitive, and our low-cost vertically integrated model coupled with a stock market listing makes us an attractive partner.  As always, we remain cautious in our approach but, despite this setback, we remain confident that we have the right business model to succeed in our ambition to be a leading European CBD company."

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.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified 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 reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

ENDS

Enquiries:

Voyager Life plc Nick Tulloch, CEO	Tel: [phone] http://voyagerlife.uk [e-mail]
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Ludovico Lazzaretti/Liam Murray	Tel: [phone]
Stanford Capital Partners LLP (Broker) Patrick Claridge   Bob Pountney John Howes	[phone] [phone] [phone]

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 two principal retail brands: Voyager, focused on health & wellness and petcare, and Ascend Skincare, its beauty range.  Voyager products are currently available from Cornwall to Shetland in over 150 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/

 

END