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):

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.