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Phivida Holdings Inc. Completes Acquisition of Wikala.com Inc.

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

VANCOUVER and SAN DIEGO, CA , May 29, 2019 /CNW/ - Phivida Holdings Inc. (CSE: VIDA OTCQX: PHVAF) ("Phivida" or the "Company") is pleased to announce, further to its news release of April 30, 2019 , the closing of its acquisition (the "Transaction") of Canadian e-commerce technology firm, Wikala.com Inc. ("Wikala").  In connection with the Transaction, David Moon , the Founder of Wikala, has been appointed to the board of directors of the Company, and he will continue to work as the President of Wikala.

"The completion of this transaction marks a new era for Phivida", said Jim Bailey , President and CEO of Phivida. "This is more than an acquisition of a website – it's a deal that provides us with Wikala's team of experts in content creation and search engine optimization (SEO) as well as a captive audience of over 400,000 active users with the ambition to grow it to over 1,000,000 by the first half of 2020."

David Moon , Founder and President of Wikala, echoed Jim's sentiment: "We are very excited to join forces with Phivida to develop a first-of-its-kind consumer trusted ecosystem for the CBD industry that addresses the desire to both gather information and purchase products online."

Management of Phivida believes that the acquisition of Wikala will provide the Company with an opportunity to accelerate its Oki and Vida+ branded products into the North American market with the addition of Wikala's e-commerce platform, which is currently in private beta. Combined with the recently launched new feeloki.com website along with the hempvidaplus.com, the Transaction creates a consumer ecosystem that is expected to enhance the visibility of Phivida brands and create further brand loyalty.

The Transaction was completed on the same terms as those announced in the April 30, 2019 release. Under the Transaction, Phivida acquired all of the issued and outstanding common shares of Wikala (the "Wikala Shares"), in return for common shares of Phivida ("Phivida Shares"). Based on a volume-weighted average trading price of C$0.8547 in respect of the Phivida shares for the 20 trading days ended April 26, 2019 , the consideration payable represents a total transaction value of C$22.5 million . Each holder of Wikala Shares received approximately 0.7639 Phivida Shares for each Wikala Share held, resulting in the issuance of 26,325,004 Phivida Shares to the former shareholders of Wikala.  In addition, a total of 23,118,044 Phivida Shares issued in connection with the Transaction are subject to contractual lock-ups for 12 months from the closing date.  Following the completion of the Transaction, there were a total of 88,633,717 Phivida Shares outstanding.

ABOUT Phivida Holdings Inc.

Phivida Holdings Inc. is headquartered in Vancouver, BC with operations in San Diego, CA. Phivida is a premium functional food and beverage company focused on whole plant nutrition and natural ingredients that help best maintain overall health and balance in the human body. The Company infuses active hemp extract/CBD into a variety of premium beverages and personal care products for everyday health. Phivida embraces and celebrates a return to organic, natural, plant-based foods and beverages, with a focus on holistic health and wellness. Phivida's vision is to become the leader in whole-plant solutions by providing holistic remedies for a more natural alternative to pharmaceuticals, and guiding people toward a vibrant, healthy life. For more information, visit phivida.com.

ABOUT Wikala.com Inc.

Wikala.com Inc. is headquartered in Toronto, Ontario with operations in Belgrade , Serbia. The Wikala core team includes e-commerce professionals with decades of combined experience in online marketing, content creation and e-commerce sales. Using proven and market-tested marketing approaches to building traffic, Wikala has successfully become a major content player in the cannabis sector. Wikala's e‑commerce site, which is currently in private -beta, is a modular, custom-built back-end portal that will offer significant advantages over the plug-and-play approach offered by other vendors, and is designed to provide a superior user experience through its customizability in order to address consumer needs directly.

The securities issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements (other than statements of historical fact) may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions or negative variations thereof.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future, and are based on assumptions believed to be reasonable by management at the time they were made, including assumptions regarding the expected benefits of Wikala's e-commerce platform and the Transaction to Phivida's overall business strategy.  Readers are cautioned that undue reliance on forward-looking statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the strategic plans of the parties to the Transaction and the anticipated benefits expected to be realized following the Transaction.

The forward-looking statements and information contained in this news release are made as of the date of this news release and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the policies of the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified in their entirety by this cautionary statement.

Neither the Canadian Securities Exchange nor its Regulations Services Provider have reviewed or accepted responsibility for the adequacy or accuracy of this release.

SOURCE Phivida Holdings Inc.


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