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SOL Global and Goldstream Minerals Announce Proposed Reverse Takeover By CannCure Investments

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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 FloridaCalifornia 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 CaliforniaFlorida, 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

SOL Global

34.9%

Former shareholders of CannCure that sold 
CannCure to SOL Global

36.4%

Private Placement subscribers

25.7%

Goldstream shareholders

1.2%

Other CannCure shareholders

1.8%

100%

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.

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Strainprint™ Technologies Welcomes Organic Medical Cannabis Producer to Growing List of Subscribers

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Strainprint™ Technologies Ltd, the leader in cannabis data and analytics is pleased to expand their nation-wide coverage with the addition of Stewart Farms.

Stewart Farms is a late-stage applicant headquartered in Alberta that is building a 100,000 sq. ft. vertical aquaponics farm in Saint StephensNew Brunswick. They will be utilizing automation, vertical farming, and land-based aquaculture to produce medical grade organic cannabis for both recreational and medical markets in Canada. All of their products will be free of herbicides, pesticides and synthetic nutrients. At full capacity, they will reach more than 10,000 kgs per year of organically farmed cannabis and more than 200,000 kgs of organic tilapia.

Stewart Farms’ long term vision is to deliver tools and products to support  future customers and patients during their health and wellness journeys. “Through our partnership with Strainprint we gain direct access to their incomparable data and analytics tools. This will aid us in educating a wider audience on the medical benefits and best practices of cannabis-based medicine,” said Tanner Stewart, Co-founder & CEO of Stewart Farms. “We know our customers are looking to consume more than dried cannabis. We know Canadians of all legal ages are trying to sort through their personal engagement with cannabis as a medicine. What we want to know, on an ongoing basis, is what is and is not working for people. Strainprint’s patient-led data services will give us the insight needed to create custom products and further understand the benefits of our existing products. Finally, our goal is to partner with companies and teams that truly have people’s best interest at heart. Caring about a patient’s success is what makes up the core of the Strainprint team. We couldn’t be happier to move forward with them at our side.”

Stewart Farms will access the Strainprint Analytics web platform, the most sophisticated cannabis analytics platform available to improve product development. Strainprint Analytics is built on top of the largest and most granular scientific data set of its kind in the world, with more than 1.3 million anonymized, patient reported medical cannabis outcomes and more than 65 million data points on strain efficacy.

“We’re thrilled to provide our real-time, crowd sourced data to an environmentally conscious company that uses innovative, cutting edge farming technology to produce top-tier medical cannabis,” said Strainprint CEO, Andrew Muroff. “Our organizations are equally committed to improving lives using cannabis therapy, and our shared core motivation is to provide guidance and support to help cannabis patients achieve their health goals.”

 

SOURCE Strainprint Technologies Ltd.

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Field Trip Ventures Inc. Retains KCSA Strategic Communications as Public Relations Counsel

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Greenery Map, the world’s first and only cannabis search engine to allow users to search for cannabis products based on their desired mood, medicinal use, and method of consumption, is now offering users – both businesses and consumers – the opportunity to register and connect to the app in an entirely mobile way. Previously, businesses were required to access GreeneryMap.com from a desktop in order to manage accounts and connect to the inventory API system, but that road block has been removed, allowing for an entirely mobile experience through the Greenery Map app.

App users turn to Greenery Map to help them decide on the strain of Cannabis and product that is right for them depending on their desired mood or medicinal effect. Following the matching, consumers are given a detailed history and description of the strain so that they can make educated purchases, cutting down on time that budtenders need to spend with patrons and speeding up the purchase process. Consumers can then see all of the ways to purchase said product, including the nearby dispensaries that have it in stock, online options, and even delivery options through the app. Greenery Map fully integrates with a dispensary’s inventory API system to update in real-time and give consumers real-time information on dispensary stock for the item they are looking for. The Greenery Map system also provides cannabis businesses in both the B2B and B2C sectors a private database to share and sell information and products. For Cannabis businesses, Greenery Map also offers the opportunity to open bank and merchant accounts through their partnership with PayHouse Consulting Group.

 

SOURCE Greenery Map

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WeBank, IBM and Other Organizations Jointly Held the 1st International Workshop on Federated Machine Learning in conjunction with IJCAI 2019

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Once a concept, AI is now ushering in a key stage of application. What’s the solution to the data silos among businesses? Given the enhanced regulation on data at home and abroad, what’s the solution to data privacy and security concerns? What’s the status quo of Federated Machine Learning and how to establish an ecosystem for FML in the future?

WeBank, IBM and other organizations jointly held the 1st International Workshop on Federated Machine Learning for User Privacy and Data Confidentiality (FML’19) in conjunction with the 28th International Joint Conference on Artificial Intelligence (IJCAI-19) on Aug. 12, 2019, to further discussion on these issues.

President of IJCAI, Chair of FML Steering Committee, Chief AI Officer of WeBank Professor Qiang Yang delivered opening remarks at the workshop. Dr. Shahrokh Daijavad from IBM and Dr. Jakub Konečný from Google presented keynote addresses. In the panel discussion, top scholars from WeBank, Bar-Ilan University, IBM, Squirrel AI, Google, Huawei, Clustar, Sinovation Ventures and many other renowned enterprises and universities shared and discussed their findings and experience in FML as an emerging AI technology.

This workshop received 40 papers, of which 12 were presented during the workshop, 19 presented via poster. Awards include Best Theory Paper Award, Best Application Paper Award, Best Student Paper Award, Best Presentation Award. Selected high quality papers will be invited for publication in a special issue in the IEEE Intelligent Systems journal. All these attracted numerous scholars to engage in discussions and join efforts for building the FML ecosystem.

Experts from IBM and Google Share Groundbreaking Findings with a Focus on the Theory and Application of FML

Privacy and security are becoming a key concern in our digital age. On 25th May last year, the implementation of General Data Protection Regulation (GDPR) by the EU, the toughest Act on data privacy protection, stressed that user data collection must be open and transparent. A series of laws and regulations from China and overseas also pose new challenges to the traditional way of handling data and model for cooperation. Seeking ways for AI to adapt to this new reality became top priority, a demand that led to this workshop on FML.

A wealth of solutions and breakthroughs were shared by Dr. Shahrokh Daijavad from IBM and Dr. Jakub Konečný from Google in their speech on FML.

Besides how FML can help tackle challenges in the business world, Dr. Shahrokh Daijavad also shared the concept of Fusion AI, which means to train models on widely distributed data sets, but fuse them to produce one equivalent to what centralized training would yield. “Unlike traditional machine learning, in Fusion AI, model parameters are shared and data is not transferred, which makes Fusion AI model better than models that moving data centrally.” Given the widely distributed data, the development of Fusion AI and FML became ever important and imminent.

“FML enables machine learning engineers and data scientists to work productively with decentralized data with privacy by default,” said Dr. Jakub Konečný from Google. He also shared with us how FML works and its use cases at Google. In the case of Gboard, as on-device data is privacy sensitive or large or is more relevant than server-side proxy data, and labels can be inferred naturally via user interaction, the application of Federated RNN compared to prior n-gram model can increase the accuracy of next-word prediction by 24%, and the click rate of prediction strip by 10%.

Major Figure Panelists Discuss the Way Ahead for FML

The moderator of the panel discussion, AI Principal Scientist of WeBank Dr. Lixin Fan joined panelists including Professor Benny Pinkas from Bar-Ilan University, Dr. Shahrokh Daijavad of IBM Academy of Technology, Chief Architect of Squirrel AI Dr. Richard Tong, Research Scientist of Google Dr. Jakub Konečný, Dr. Baofeng Zhang from CTO Office of CBG Software in Huawei, Executive VP of Clustar Dr. Junxue Zhang, VP of AI Institute in Sinovation Ventures Dr. Ji Feng and other experts in a host of in-depth exchanges with attendees, to shed light on the way ahead for FML.

Experts shared thoughts in the panel discussion on questions including but not limited to: How to meet the security and compliance requirements? Is there a way to extend the value of data while observing user privacy and data security? Given the classic trade-off between data regulation and development of AI, how to achieve the long-term goal of establishing a stable and win-win business ecosystem?

List of Award-Winners

Best Theory Paper Award, Best Application Paper Award, Best Student Paper Award and Best Presentation Award selected by all attendees were announced at the closing of the workshop.

Best Theory Paper Award: 
Preserving User Privacy for Machine Learning: Local Differential Privacy or Federated Machine Learning? By Huadi Zheng, Haibo Hu & Ziyang Han;

Best Application Paper Award: 
FedHealth: A Federated Transfer Learning Framework for Wearable Healthcare. By Yiqiang ChenJindong WangChaohui YuWen Gao & Xin Qin;

Best Student Paper Award: 
Quantifying the Performance of Federated Transfer Learning. By Qinghe JingWeiyan Wang, Junxue Zhang, Han Tian & Kai Chen;

Best Presentation Award: 
Federated Generative Privacy. By Aleksei Triastcyn and Boi Faltings.

President of IJCAI, Chief AI Officer of WeBank Professor Qiang Yang, Chief Architect of Squirrel AI Dr. Richard TongandVP of AI Institute in Sinovation Ventures Dr. Ji Feng presented the awards.

“The mission of this International Federated Machine Learning Workshop is to facilitate further understanding in the academia, business community as well as legal and regulatory institutions by promoting the establishment of FML ecosystem in the hope that more businesses will join and build a platform for students aspired to work in FML to find research teams that suit them,” said Professor Qiang Yang.

Held Aug. 10-16, 2019 in Macao, China, IJCAI-19 is one of the leading International Academic Conference on AI, attracting over 3000 AI research personnel and experts. The 1st International Workshop on Federated Machine Learning (FML’19) was a highlight for experts joining this event. Visionaries in the academia and industrial sector expressed the willingness to be part of the effort for academic research, application of FML in the future, and the development and boom of AI ecosystem.

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