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.
SpeakEasy Cannabis Club Ltd Reveals Strategic Direction For 2020
SpeakEasy Cannabis Club Ltd. (CSE: EASY) (Frankfurt: 39H) (the “Company” or “SpeakEasy“), a holder of a federal licence to cultivate, process and sell cannabis under the Cannabis Act, today revealed its plans to transform into a global cannabis brand by applying large scale commercial farming principles to burgeoning national and international markets. Building on the Geen family’s 100 years of experience farming cherries, apples, ginseng and peaches, the Company plans to cultivate small batch, high quality craft cannabis and, subject to receipt of all applicable licences from Health Canada, produce approximately 70,000kg of outdoor sun-grown cannabis in 2020.
The Company expects that in 2020 there will be a shift in the global cannabis industry into a consumer-packaged goods industry with the introduction of new product categories and increased segmentation in existing ones. SpeakEasy has developed a business model that adds core value and amplifies brand differentiation in what is expected to be a flourishing market. Building on its solid foundation, the Company will identify international revenue sources and replicate its operations in emerging global cannabis markets.
Moving from speculation to reality, a correction in the industry has taken place as dissatisfaction with current product offerings impacts sales projections. By focusing on both indoor and outdoor cultivation and following the proven business frameworks of successful multinational farming cooperatives, SpeakEasy is positioned to cultivate premium BC cannabis and deliver significant revenues and cost efficiencies.
“The blueprint to agricultural success must begin with proper site selection. It is the foundation of all farming,” says SpeakEasy Founder, Marc Geen. “As a fourth generation farmer benefitting from the Okanagan’s fertile golden mile, we have an intrinsic understanding of the land and how to cultivate and grow.”
Indoor cultivation: SpeakEasy completed the construction of its 10,000 sq. ft. purpose built indoor facility in November 2019, bringing its total indoor growing space, once all the buildings are completed, to approximately 63,000 sq. ft. SpeakEasy applies craft cultivation techniques to grow premium craft cannabis in this space. To target the luxury cannabis market large corporations have started to invest in small batch producers, for instance Aphria purchased B.C company Broken Coast for $230m. With legacy growers benefitting from over 100 years of combined experience, SpeakEasy is well positioned to produce high margin small batch cannabis.
SpeakEasy founder Marc Geen says, “We don’t need to look far to see what happens in a mature cannabis market, high quality, actual high quality becomes the norm and sells well, mid or low quality simply does not sell. SpeakEasy is fixated on producing the best quality possible in our purpose built tried and true facilities.”
Outdoor cultivation: SpeakEasy projects that delivering cost efficiencies will be essential as cannabis transforms into a global consumer packaged goods industry. The Company projects that outdoor cultivation will enable it to produce trimmed flower for approximately $0.04 per gram and biomass for extraction at approximately $0.02 per gram. The Company has recently built an outdoor facility and has applied for an outdoor cultivation licence, which it anticipates receiving in Q1 2020.
CBD hemp plantation: SpeakEasy expects to plant a minimum of 50 acres of hemp in 2020 in an outdoor field, that was fully prepared in the fall of 2019. By controlling input costs by producing their own hemp, coupled with innovative extraction methods, SpeakEasy projects its cost to produce a 80% CBD distillate to be under $1,000/kg versus current prices that can run as high as $30,000/kg, allowing the Company to enter global markets at a competitive price.
Consumer facing brands: SpeakEasy is building real brands for the future with the development of multiple consumer products, including high THC flower, medical cannabis and CBD products. SpeakEasy believes that to succeed in the competitive cannabis market, brands must be developed authentically to engage and resonate with consumers. By harnessing legacy growers and an extensive library of unique genetics, the Company will be able to produce high quality small batch cannabis indoors and exceptionally low cost flower for extraction purposes outdoors.
Online sales: Domestic cannabis markets have been restricted by availability and supply chain issues. To meet the needs of the modern consumer and improve supply chain resilience, SpeakEasy has undertaken projects to become vertically integrated through BWell – the first CBD e-commerce marketplace in Canada. The initiative will enable the Company to acquire new customers at a low cost and expand upon a business model that mirrors Amazon’s marketplace approach. Management expects that this marketplace approach will advance SpeakEasy’s aim to become a recognized household name across North America.
Extraction processing: The introduction of new product categories has the potential to add significant revenue streams for companies with extraction capabilities. To capitalize on this opportunity SpeakEasy is developing a state-of-the art 26,000 sq. ft. extraction facility, which it expects to complete in Q3 2020. Once in service, the Company expects to augment operations by processing up to 350,000kg of cannabis annually.
2020 Timeline of Project Completion Dates:
Q1 – Outdoor License Amendment, Hemp Field License & First Harvest
Q2 – Outdoor Planted, Hemp Fields Planted
Q3 – Extraction/Processing & Cooler Building
Q4 – Product on shelves
“We started out differently than most by beginning everything we do with the simple question, what do our customers want, and we built everything with that in mind. Consumer wants and needs cannot be an afterthought or something we figure out later, it is the sole purpose for everything we do,” says Founder, Marc Geen. “Quality, genetics, product types and pricing all need to make a formula that works to supply our customers. SpeakEasy has never been a stock play, it has always been a business built from the ground up with a long bright future in front of it.”
SOURCE Speakeasy Cannabis Club Ltd.
Seasoned Healthcare Executive and Academic Luminary Larry Kaiser, MD, Joins FSD Pharma Board of Directors
FSD Pharma Inc. (NASDAQ: HUGE) (CSE: HUGE) (FRA: 0K9A) (“FSD Pharma” or the “Company”) today announced that it has appointed Larry Kaiser, MD, FACS to its Board of Directors, effective immediately. Dr. Kaiser will also continue to serve as the Chairman of FSD Pharma’s Scientific Advisory Board (SAB).
Dr. Kaiser is currently the Managing Director with the Healthcare Industry Group at Alvarez and Marsal, a leading global professional services firm. Most recently, Dr. Kaiser was the President and CEO of the $2.2 billion Temple University Health System (“Temple”), Dean of Temple University’s Lewis Katz School of Medicine, and Senior Executive Vice President for Health Sciences at Temple University. Among his many accomplishments at Temple was the acquisition of the Fox Chase NCI-designated Comprehensive Cancer Center, the development of a number of programs, including the number one lung transplant program in the country, a nationally recognized program in pulmonary hypertension, in addition to growing programs in cardiovascular surgery, thoracic surgery, neurosurgery, and orthopedic surgery. Before joining Temple University in 2011, Dr. Kaiser served as the President of the University of Texas Health Science Center at Houston, the largest of six health-related campuses at the University of Texas.
“With decades of academic and senior executive experience in medicine and the delivery of healthcare in the United States, Dr. Kaiser brings substantial depth and strength to our Board of Directors,” said Raza Bokhari, MD, Executive Co-Chairman and CEO of FSD Pharma. “Dr. Kaiser has already contributed immensely as Chairman of our world-class Scientific Advisory Board, where his input has been very meaningful in shaping our Biosciences strategy to focus on assembling synthetic compounds that target the CB2 receptors of the endocannabinoid system of the human body. As a Director, we are relying on his leadership and sage counsel as we continue to double down on our Biosciences effort to eventually bring to market prescription-based drugs by conducting rigorous FDA-approved clinical trials.”
Dr. Kaiser stated, “I am truly honored to join the outstanding leadership group that Dr. Bokhari has assembled at FSD Pharma. I am impressed with the entrepreneurial spirit that this company brings and look forward to a number of exciting developments in the months to come. It is a privilege to work with a group so committed to building a successful and innovative company based on the foundation created by its founders.”
Dr. Kaiser graduated AOA (Alpha Omega Alpha Honor Medical Fraternity) from the Tulane University School of Medicine in 1977 and completed his residency in general surgery as well as a fellowship in surgical oncology at the University of California, Los Angeles. He then completed a residency in cardiovascular and thoracic surgery at the University of Toronto. Following that, he held positions as attending thoracic surgeon at Memorial Sloan-Kettering Cancer Center and Assistant Professor of Surgery at Cornell University Medical College (both New York City) and subsequently as Associate Professor (with tenure) at the Washington University School of Medicine (St. Louis). At the University of Pennsylvania, Dr. Kaiser held a variety of positions, including chief of general thoracic surgery, founder and director of the university’s lung transplantation program, director of its Center for Lung Cancers and Related Disorders, and co-director of the Thoracic Oncology Laboratory. In 2001, following a national search, he was named the John Rhea Barton Professor and Chair of the Department of Surgery as well as Surgeon in Chief for the University of Pennsylvania Health System. In 1997, Dr. Kaiser was named as the first recipient of the Eldridge Eliason Professorship of Surgery endowment at the Perelman School of Medicine at the University of Pennsylvania.
Dr. Kaiser is author or co-author of 17 books and more than 300 original papers, and he serves on multiple editorial boards, including the Annals of Surgery, the world’s leading surgical journal, the American Journal of Surgery, and the European Journal of Cardiothoracic Surgery. Dr. Kaiser has served in a number of leadership capacities for professional societies and associations and has been a director of both the American Board of Surgery and the American Board of Thoracic Surgery. In 2005, he was elected to the National Academy of Medicine.
SOURCE FSD Pharma Inc.
Speakers to Present Groundbreaking Cannabis Research at Emerald Scientific’s 6th Annual Emerald Conference
SAN LUIS OBISPO, CA, Jan. 21, 2020 (GLOBE NEWSWIRE) — via NEWMEDIAWIRE – Emerald Conference, the most technical cannabis conference in the industry, recently announced speakers, technical presentations, their new Quality Summit, and updates regarding the sixth annual conference, which is now just over a month away.
Emerald Scientific’s 6th Annual Emerald Conference will be held from Feb. 26 to Feb. 29, 2020, at Loews Coronado Bay Resort in San Diego, Calif. The conference, which is designed to allow for collaboration and access to the latest advancements in cannabinoid science, targets analytical chemists, microbiologists, lab owners, manufacturers and innovators. The Emerald Conference also attracts attendance ranging from regulatory professionals, academia, and cultivation specialists to dispensary owners, research and development professionals, and government employees.
Registration for the conference is now open and tickets are available for purchase.
This year the Emerald Conference is embracing Evolution in the Cannabis Industry with presentations and content from the top scientists in the field–over 80% of the speakers and presenters have a Ph.D. The 6th Annual Emerald Conference is excited to present this year’s industry experts, including speakers who will be presenting on the topics listed below:
- Vaping-induced Lung Illness and the Chemistry of Vaping
- Speaker: Robert Strongin, Ph.D.
- Looking under the Hood of the Cannabis Plant: A Molecular Evaluation of Cannabinoid Production
- Speaker: Peter Apicella
- Gene Networks Underlying Oil Production in Cannabis Trichomes
- Speaker: Keith Allen, Ph.D.
- Cannabis’ Effect on Brain Cells: Lab Studies from Israel
- Speaker: Ben Euhus, MSc
- Comparison of the Anti-Tumor Efficacy of A Whole-Plant Extract Vs. Pure THC in Preclinical Models of HER2-Positive Breast Cancer
- Speaker: Mara Gordon
- Extraction optimization and control with data analytics
- Speaker: Markus Roggen, Ph.D.
- Physiochemical data mining and prediction of cannabinoid terpene and constituents found in cannabis
- Speaker: Jerry King, Ph.D.
- Identification of Manufacturing Byproduct as Synthetic Cannabinoid Δ10-THC
- Speaker: Alex Siegel
- Stability in Product Development
- Speaker: Andrea Baillo, Ph.D.
- Heavy Metal Contaminants from Cannabis Vaporizer Cartridges: Valid Concern or Blowing Smoke?
- Speaker: Kyle Boyar
- Improved data quality in cannabis terpene profiling
- Speaker: Matthew Edwards, Ph.D.
- Pesticides in Cannabis: LC and GC-MS/MS method to meet AOAC requirements in US States and Canada
- Speaker: Michael S. Young, Ph.D
- Why Sampling Plays an Important Role in the Health of the Cannabis Consuming Public
- Speaker: Roger Brauninger
- Case Study: Determining the Source of Aspergillus sp. contamination in an indoor Cultivation
- Speaker: Emily Savage
- Validation of Cannabis Research Regarding Potency Variation and Exposure to UV Lights
- Speaker: Billy Ellyson
- Fungal Contamination: Methods of Attachment, Resistance and Removal
- Speaker: Bryan Berger, Ph.D.
- LC-MS/MS Method with dual ESI and APCI Source for Analysis of CA regulated Pesticides, Cannabis/Hemp
- Speaker: Avinash Dalmia, Ph.D.
- Inseparable Twins? – The Biochemistry Underlying Cannabinoid and Terpenoid Biosynthesis
- Speaker: Mark Lange, Ph.D.
- Strategies for Targeted and Non-Targeted Screening and Differentiation of Cannabis Cultivars
- Speaker: Marian Twohig, Ph.D.
- Analysis of the California list of pesticides and mycotoxins in edibles
- Speaker: Nathaly Reyes, Ph.D.
- Investigation of Matrix Effects in Potency Testing of Cannabis-Infused Chocolates
- Speaker: David Dawson, Ph.D.
Additionally, this year the Emerald Conference is adding a new element to its conference programming, the Quality Summit which takes place on Saturday, February 29th immediately after the conference as a program add-on. The Quality Summit came from the need to address Quality within the context of Evolution in the Cannabis Industry. The workshop extends the Quality discussion initiated during the previous conference presentations and includes a networking brunch.
- Cannabis Substance and Cannabis Product Use Categories and Quality Attributes
- Presenter: Andrew Samann
- Nomenclature Workshop
- Speakers: Kellan Finney & RJ Hopp
- The Role of Reference Materials for Improving the Quality of Analytical Measurements Throughout the Cannabis Community
- Presenter: Walter Wilson, Ph.D.
- Cannabis Quality: A Roll of The Dice
- Presenter: Kerry Starr
Currently, 28% of the U.S. population lives in states where recreational marijuana is legal. As of this year, 46 states have enacted statutory laws specific to the possession and use of either whole-plant cannabis or extracted cannabinoids that are in direct violation of the federal law. Some market analyses show that legal cannabis is set to reach $66 billion by 2025.
“We are just over a month away from our conference and have locked in some really groundbreaking sessions for this year’s conference,” said Ken Snoke, Co-Founder and President. “We are featuring similar Interest Areas as in previous years but the content is entirely new and even more advanced, the scientists and researchers have made strides in propelling the science and knowledge in our industry since last year’s Emerald Conference.”
The Title Sponsor of the 6th Annual Emerald Conference is Confident Cannabis. Diamond Sponsors of the Emerald Conference include PerkinElmer and Agilent. The 2nd Annual Emerald Classic Golf Tournament, a charity event, returns this year with Ricca Chemical as the title sponsor. The beneficiary will be the Last Prisoner Project, an organization founded by Steve DeAngelo, Andrew DeAngelo, and Dean Raise.
To purchase tickets for the Emerald Conference, please click here. To see more information about sponsors and sponsoring the Emerald Conference, click here. To register for the golf tournament, please click here.
About Emerald Scientific
Emerald Scientific is the first and only company dedicated to bridging the gap between the scientific equipment and cannabis industries. Emerald Scientific created the “Emerald Test,” which is an inter-laboratory comparison and proficiency test for cannabis testing labs. The test has been used in more than 100 labs across eight countries. Each year, Emerald also hosts the most advanced, comprehensive and technical event in the cannabis industry, The Emerald Conference. To learn more, please visit www.emeraldscientific.com.
Public Relations Contact: CMW Media Cassandra Dowell 858-264-6600 email@example.com www.cmwmedia.com
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