SOL Global Investments Corp. (“SOL Global“) (CSE: SOL) (OTCQB: SOLCF) (Frankfurt: 9SB) and Goldstream Minerals Inc. (NEX: GSX.H) (“Goldstream” or the “Company“) are pleased to announce that Goldstream and CannCure Investments Inc. (“CannCure“), a portfolio company of SOL Global, have entered into a letter of intent dated as of May 29, 2019 (the “LOI“) outlining the proposed terms and conditions pursuant to which Goldstream and CannCure will effect a business combination that will result in a reverse takeover of Goldstream by the shareholders of CannCure (the “Proposed Transaction“). The entity resulting from the Proposed Transaction (the “Resulting Issuer“) will continue to carry on the business of CannCure as a multi-state vertically integrated cannabis company (the “MSO“). The LOI was negotiated at arm’s length.
In connection with the Proposed Transaction, the Company intends to change its name to “3 Emeralds Corp.” (“3 Emeralds“) or such other name requested by CannCure and acceptable to applicable regulatory authorities.
CannCure, a private company that is currently 97.6% owned by SOL Global, beneficially owns 3 Boys Farms LLC, (“3 Boys Farms“) a Florida cannabis cultivation, processing, and distribution company that holds one of the state’s original 14 medical marijuana treatment center licenses. SOL Global, via CannCure, had previously announced its proposed acquisition of ECD Inc., which operates as Northern Emeralds, an industry-leading cannabis cultivation processing and distribution company headquartered in Humboldt County, California, as well as the proposed acquisition of six (6) licensed dispensary locations in California that will subsequently operate under the nationally recognized “One Plant” brand (collectively, the “California Acquisitions“). SOL Global, via CannCure, had also previously announced the entering into of a binding letter of intent with cannabis-focused private equity firm Merida Capital Partners and the other owners of MCP Wellness, Inc. (“MCP“) to acquire 100% of the equity of MCP. MCP is a Michigan company that currently holds the rights to acquire two Michigan cultivation licenses, a processing license, and 3 fully licensed cannabis provisioning centers in Michigan with a fourth provisioning center scheduled to open in Ann Arbor in early June (the “Michigan Acquisition“). The Michigan Acquisition and the California Acquisitions are expected to close on or about August 2, 2019. If the California Acquisitions and the Michigan Acquisition are completed, then SOL Global intends to combine the acquired California and Michigan businesses under CannCure and its existing Florida business to form the MSO.
The MSO will combine its best-in-class craft cannabis production with strong retail footprints throughout Florida, California and Michigan, including through its One Plant-branded dispensaries, which will provide patients a unique, easy purchasing experience with an emphasis on quality products and patient education. The MSO’s retail channels will offer patients a selection of some of the most well-known brands in the cannabis industry, and Northern Emeralds’ signature cannabis flower strains will be offered for sale exclusively at One Plant locations.
3 Boys Farms is a Florida company that holds one of the state’s original 14 operating and vertically-integrated medical marijuana treatment center licenses and currently operates 40,000 square feet of fully-operational greenhouses in Ruskin, Florida, and a GMP-certified farm and laboratory facility in Indiantown, Florida with an additional 54,000 square foot greenhouse and 64,000 square feet of indoor cultivation, processing and manufacturing that are slated to open in the fourth quarter of 2019 at the Indiantown Facility. Additionally, 3 Boys Farms has also secured and is building out 17 premiere dispensary sites that are strategically located throughout Florida, and expects to open six (6) dispensaries before the end of the fourth quarter of 2019 that will all be branded as One Plant dispensaries.
“3 Emeralds’ combination of its best-in-class cannabis assets across three of the most robust marketplaces in the U.S. in California, Florida, and Michigan will help position the company as a unique and dominant multi-state operator and is the best course of action for corporate growth and continued realization of value for SOL Global shareholders and for CannCure’s partners,” said Brady Cobb, CEO of SOL Global.
Terms of the Transaction
The Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction mutually acceptable to Goldstream and CannCure. The Proposed Transaction will not be completed while Goldstream is listed on the NEX board of the TSX Venture Exchange (“TSXV“).
Pursuant to the Proposed Transaction, the holders of common shares of CannCure (“CannCure Shares“) will receive common shares of the Resulting Issuer (“Resulting Issuer Shares“) in exchange for their CannCure Shares on a 1:1 exchange ratio. An application will be made to voluntarily delist the common shares of the Company (the “Goldstream Shares“) from the NEX board of the TSXV and to list the Resulting Issuer Shares on a duly recognized Canadian stock exchange (the “Exchange“). The delisting of the Goldstream Shares from the NEX board of the TSXV and the listing of the Resulting Issuer Shares on the Exchange will be subject to all applicable shareholder and regulatory approvals.
CannCure intends to complete a private placement of subscription receipts (the “Subscription Receipts“) or common shares for aggregate gross proceeds of at least US$45,000,000 and a maximum of US$85,000,000 through one or more Canadian investment dealers (the “Private Placement“). The Subscription Receipts will ultimately be exchangeable, upon satisfaction of certain conditions, for Resulting Issuer Shares in connection with the Proposed Transaction. The issue price per Subscription Receipt and other terms of the Private Placement will be determined in the context of the market.
In connection with the Proposed Transaction, the Company intends to consolidate the outstanding Goldstream Shares so that the CannCure Shares may be exchanged on a 1:1 basis for Resulting Issuer Shares based on a $3,500,000valuation of Goldstream (the “Consolidation“). The Consolidation ratio will be one (1) post-Consolidation Goldstream Share for every 23.3053 pre-Consolidation Goldstream Shares assuming a Private Placement issue price of US$2.50 per security. The Consolidation ratio is subject to adjustment depending on the ultimate issue price under the Private Placement so as to preserve the 1:1 exchange ratio for the CannCure Shares based on a $3,500,000 valuation of Goldstream. Holders of the post-Consolidation Goldstream Shares will receive Resulting Issuer Shares on 1:1 basis.
Assuming the completion of the Proposed Transaction and a Private Placement of US$65,000,000 at US$2.50 per security, then the ownership of the Resulting Issuer is expected to breakdown as follows (without giving effect to any additional issuance of Canncure Shares, including in connection with the California Acquisitions and Michigan Acquisition):
% ownership of Resulting Issuer
Former shareholders of CannCure that sold
Private Placement subscribers
Other CannCure shareholders
Further in connection with the Proposed Transaction, the Company will be required to, among other things, (i) change its name to “3 Emeralds Corp.” or such other name requested by CannCure and acceptable to applicable regulatory authorities and (ii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of CannCure.
Completion of the Proposed Transaction is subject to the satisfaction of customary closing conditions, including:
- the execution of definitive documents;
- the receipt of all required approvals and consents relating to the Proposed Transaction including, without limitation, all approvals of the shareholders of Goldstream (including minority approval, if necessary) and CannCure as required by the TSXV, the Exchange, and under applicable corporate or securities laws, the TSXV’s approval for delisting of the Goldstream Shares, and the Exchange’s conditional approval for the listing of the Resulting Issuer Shares;
- the completion by CannCure of the Private Placement for minimum aggregate gross proceeds of at least US$45,000,000 and a maximum amount of US$85,000,000; and
- the completion by the Company of the Consolidation.
Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include information on the nominee directors and officers of CannCure and the business and financial information in respect of CannCure) to be filed by the Company in connection with the Proposed Transaction. It is anticipated that an annual general and special shareholder meeting of the Company to approve, among other matters, all required matters in connection with the Proposed Transaction will take place in August of 2019 and closing of the Proposed Transaction is intended to take place in or before the end of the fourth quarter of 2019.
SOURCE SOL Global Investments Corp.
Oppenheimer & Co. To Host 19th Annual Consumer Growth and E-Commerce Conference
Oppenheimer & Co. Inc. (“Oppenheimer”) – a leading investment bank, wealth manager, and a subsidiary of Oppenheimer Holdings (NYSE: OPY) – will host its 19th Annual Consumer Growth and E-Commerce Conference on June 18-19 in Boston, MA. This year’s event features companies from prominent consumer brands such as Autozone, Domino’s Pizza, Express, Home Depot, Lowe’s, Six Flags Theme Parks, Tiffany & Company, Ulta, Walmart, Weight Watchers, and Yum Brands.
Of particular note, Oppenheimer is pleased to host nine of the market-leading companies involved with emerging trends in the Cannabis space this year. The event will also feature seven panel discussions, moderated by Oppenheimer Consumer Research Analysts, addressing emerging and disruptive trends in the consumer marketplace as follows:
- Evolving Role of Technology in the Consumer Sector with Cooler Screens and Lindsay Goldberg LLC, moderated by Brian Nagel
- A Discussion with Emerging Restaurant Brands with Aurify and B. Good, moderated by Brian Bittner
- A Discussion on the Evolving US Food & Beverage Landscape with Lifeway, New Age Beverage, and United Natural Foods, moderated by Rupesh Parikh
- Next Gen Brands Re-Shaping Landscape for Women’s Fashion with CARAA and Rothy’s, moderated by Brian Nagel
- Exciting New Brands Shaking Up Home Products Space with Burkelman, LoveSac and Resident/Nectar, moderated by Brian Nagel
- A Discussion on the Emerging CBD Landscape with Curaleaf and CV Sciences, moderated by Rupesh Parikh
- Leveraging the Power of Digital to Connect with Consumers with Eight and FlexShopper, moderated by Brian Nagel
The conference features Oppenheimer’s Consumer Senior Research Analysts:
- Brian Bittner, Managing Director Senior Analyst covering Restaurants
- Brian Nagel, Managing Director and Senior Analyst covering Retail and E-Commerce
- Rupesh Parikh, Managing Director and Senior Analyst covering Food, Grocery and Consumer Products
- Ian Zaffino, Managing Director and Senior Analyst covering event-driven Special Situations
“Long-established business models are being upended by disruptive brands and technology, affecting consumer preferences and buying behaviors throughout the consumer industry. This year’s event aims to showcase the mix of market-leading and emerging companies driving and navigating these changes,” said Erica L. Moffett, Managing Director and Associate Director of Research at Oppenheimer. “From effortless payment methods to accelerated delivery times and customized products, consumers want a seamless experience. In order to succeed, companies must stay current on the evolving consumer and we are pleased to host a conference to explore this new landscape.”
Oppenheimer’s next conference will be the Montauk Emerging Life Sciences Summit, which will be held on June 26-28in Montauk, NY. The 22nd Annual Technology, Internet & Communications Conference will follow on August 6-7 in Boston, MA, followed by the Midwest Corporate Access Day in Chicago on August 15.
Oppenheimer & Co. Inc.
Oppenheimer & Co. Inc. (Oppenheimer), a principal subsidiary of Oppenheimer Holdings Inc. (OPY on the New York Stock Exchange), and its affiliates provide a full range of wealth management, securities brokerage and investment banking services to high-net-worth individuals, families, corporate executives, local governments, businesses and institutions.
SOURCE Oppenheimer & Co. Inc.
iCAN: Israel-Cannabis CEO and Founder Saul Kaye to Participate at the World Cannabis Congress in Saint John, New Brunswick
iCAN: Israel Cannabis Founder and CEO Saul Kaye will participate at the World Cannabis Conference being held in Saint John, New Brunswick, Canada from June 16-18, 2019.
Kaye, a leader in the global cannabis ecosystem will moderate a session entitled, “Innovative Methodologies and Emerging Topics in Global Cannabis Research.” Panelists are Dr. Suzanne Sisley MD President and Principal Investigator, Scottsdale Research Institute and, Dr. Jerry King, R&D Consultant, CFS. The session will take place at the Saint John Trade & Convention Centre on June 18.
The World Cannabis Congress (WCC) is an exclusive, invite-only event for international cannabis leaders, influencers and trend setters. The event will have hundreds of attendees from around the world from business, government and medicine.
In addition to his leadership of iCAN: Israel Cannabis, Kaye is an industry advisor to the Medical Cannabis Caucus of the Israeli Parliament, as well as an advisor to the Ministries of Economy and Health in Israel. He is a licensed pharmacist and a successful entrepreneur with both retail and e-commerce experience. Saul has founded multiple companies spanning six countries across the US, Europe, Israel and Australia.
“Canada has truly been a global trailblazer in the cannabis industry. Canadian cannabis companies and its stock market are influential and forward looking and we in Israel, the R&D capital of cannabis, collaborate with our Canadian friends on many different levels. I look forward to participating at the WCC as the medicine and business of cannabis develops at breathtaking speed both in Israel and beyond,” said Kaye.
SOURCE iCAN: Israel Cannabis
Loyalist College to launch Canada’s first Technology Access Centre for natural products and cannabis
Loyalist College is the recipient of a $1,750,000 Natural Sciences and Engineering Research Council of Canada (NSERC) College and Community Innovation (CCI) Program grant over five years to launch Canada’s first Technology Access Centre (TAC) for natural products and cannabis. In addition, Loyalist received $1Mthrough the Canada Foundation for Innovation’s (CFI) College-Industry Innovation Fund (CIIF) to add specialized equipment to the TAC.
Loyalist was one of 90 recipients at colleges, cégeps and polytechnics across the country to receive part of the $73M in funding, announced today by the Honourable Kirsty Duncan, Minister of Science and Sport, at Georgian College in Barrie, Ontario. Through the CCI Program and the CIIF, this investment will help post-secondary institutions partner directly with local employers to facilitate commercialization and transform the results of research and development into new technologies to help businesses expand and grow.
The rapid growth of Canada’s cannabis, hops and natural products sectors positions Loyalist’s Applied Research Centre for Natural Products and Medical Cannabis (ARC) as a national innovation hub for small- to medium-sized enterprises. As a TAC, Loyalist will build on the ARC’s 15 years of natural product extraction expertise and analysis-based applied research. In transitioning to a TAC, Loyalist’s ARC will significantly increase the College’s capacity to lead applied research of commercially relevant natural products and cannabis, and to support innovation by enhancing industries’ access to sector-relevant expertise and technology.
The TAC initiative will cultivate an environment for College-industry partnerships to thrive while providing students with unparalleled opportunities for work-integrated learning; investigating extraction, isolation, and formulation; and product development. In partnership with the Quinte Economic Development Commission (QEDC), Loyalist will support the Bay of Quinte’s burgeoning natural products and cannabis sectors to generate regional socioeconomic benefits, and to provide opportunities for a new generation of innovators. Loyalist will also offer companies across Canada a supportive, community-oriented platform from which to enhance their productivity, expand their reach and augment their competitiveness in the global market.
“We are very grateful for NSERC’s continued support and proud to be Canada’s first TAC for natural products and cannabis. Loyalist currently has more than 25 companies interested in applied research, and as our ARC transitions into a TAC, we will be able to meet their requirements while significantly extending our network to help more companies to innovate. Our Biosciences and Cannabis Applied Science students will have the advantage of being involved in ground-breaking research that propels Canada forward as the world leader in cannabis and natural product developments.” – Dr. Ann Marie Vaughan, Loyalist College President & CEO
“It’s great to see this NSERC and CFI funding come through for Loyalist College’s launch of Canada’s first TAC for research in natural products and cannabis. Being able to conduct research in a state-of-the-art facility means that students working in the College’s ARC will be able to build up their expertise in product analysis; which can then be applied directly to commercial development. This is just the beginning of seeing a new series of natural products being designed, assessed, made and delivered from our region.” – Neil R. Ellis, Member of Parliament for Bay of Quinte
“I am so proud to see the innovation that is driving research and economic development in our rural community through Loyalist College’s ARC. Innovation is key to Rural Sustainability and this investment will ensure that we are training the next generation in the latest technological advances. I congratulate them on their NSERC and CFI grant, and wish them all the best of success.” – Mike Bossio, Member of Parliament for Hastings—Lennox and Addington
“The Quinte Economic Development Commission is proud to be a supporting partner with Loyalist College on this important initiative that is aligned with economic development opportunities and priorities in the region. The TAC will support industry research and innovation for companies in key industry sectors as well as helping students develop in-demand skills and experience. Congratulations to the team at Loyalist on launching this important project.” – Chris King, Chief Executive Officer, Quinte Economic Development Commission
SOURCE Loyalist College
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