All figures in USD unless stated otherwise
Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States
TORONTO, Jan. 15, 2020 (GLOBE NEWSWIRE) — Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to announce it has exercised Mendo Distribution and Transportation’s (“MDT”) option to purchase award winning Outer Galactic Chocolates LLC (“OGC”), holder of a Type N manufacturing license. MDT was recently acquired by the Company through merger on January 9, 2020.
- Halo will obtain a Type N California license allowing for the production of infused and edible products
- Halo plans to launch its Hush® edible products (gummies and syrups) in THC and 1:1 THC/CBD formulations, as well as support the expanded production and distribution of the award winning OGC-branded chocolate edibles in California
- Halo plans to retain OGC founder as subject matter expert and consultant on edibles and gourmet chocolate production
- Halo will own full interest in OGC, and plans to place the business under its California holding company, PSG Coastal Holdings LLC
Pursuant to the press release dated January 9, 2020, Halo acquired MDT and now has elected to exercise the Company’s option, through MDT, to acquire OGC in exchange for $500,000 of Halo’s common stock (“Halo Common Shares”). The acquisition will give Halo a license to produce infused and edible cannabis products adjacent to the MDT facility in Ukiah, California. A Type N license permits manufacturers to conduct most activities including packaging and labeling, however does not allow for extraction. For extraction in California, Halo utilizes its Type 7 licensed facility in Cathedral City, California.
In addition to obtaining the Type N license in California, Halo plans to execute a management agreement with the current management of OGC to aid in the transition and buildout of the business, which will include the introduction of both Halo-branded and other white label infused products. A strategic partnership with existing management will provide a strong base for the development of new edible cannabis products in California under the Hush® brand through channels and clientele already established by OGC.
Indeed ingestible products, in particular “gummies”, are a high value product category in the California market place. According to a July 2019 BDS Analytics report(1), gummies are the top selling ingestible product occupying numbers 1 through 17 on the list of the 20 top selling edible SKUs in California. CBD gummy formulations are also gaining traction.
Kiran Sidhu, Halo CEO and Co-Founder, comments, “Obtaining a Type N manufacturing license in California for the production of infused and edible products is a step in diversifying Halo’s product offering in this growth category. Not only are we building new lines around award winning expertise in OGC, we will support expanded distribution of OGC-branded chocolates to Southern California. We look forward to expanding our product offering in California, one of the world’s largest cannabis markets and bringing high-end and value-driven edibles to consumers.”
In supporting the growth of OGC-branded chocolates, Halo can distribute this award-winning line of gourmet, artisanal chocolates. OGC’s award winning chef and chocolatier makes small batch edibles utilizing ingredients from local farmers with sustainable growing practices. They have been awarded “Best Dark Chocolate Hybrid” and “Best Chocolate Truffle” by Edible Magazine and took home the prize for “Best Chocolate” at the Emerald Cup in 2017. OGC cannabis infused edibles are available in milk chocolate, sugar free, and dark chocolate throughout dispensaries in Northern California.
Mr. Sidhu continues, “As with our DNA Genetics partnership, this transaction with OGC and its management allows us to add value to the Halo product portfolio, by providing high quality and award winning products. ”
Pursuant to the terms of the transaction, the sole owner of all membership interests of OGC is expected to be issued 1,982,979 shares ($500,000) of Halo Common Shares that will be priced at $0.252 (C$0.329) based on the 30-day VWAP. 25% of the consideration will be due upon closing the transaction including execution of a definitive agreement and receipt of regulatory approval, with the remainder be released in equal monthly installments over the 12-month period following closing.
Completion of the transaction is subject to, among other things, the satisfaction or waiver of any conditions precedent to the consummation of the transaction (including the receipt of any requisite regulatory and stock exchange approvals).
Halo is a global cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, which are the fastest growing segments in the cannabis industry. Halo is a global leader in cannabis oil and concentrates, having produced over 4.5 million grams of oils and concentrates since inception. The Company has expertise across all major cannabis manufacturing processes, leveraging a variety of proprietary processes and products. The forward-thinking company is led by a strong management team with deep industry knowledge and blue-chip experience. The Company is currently operating in California and Oregon, as well as in Nevada with our partner Just Quality, LLC, and in Lesotho with the 205-hectare Bophelo cultivation zone. With a consumer-centric focus, Halo will continue to market innovative, branded, and private label products across multiple product categories.
For further information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.com.
For further information regarding Outer Galactic Chocolates, see OGC’s website at www.outergalacticchocolates.com.
(1) The BDS Analytics Report can be found at – https://bdsanalytics.com/gummies-are-as-popular-as-ever/
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Halo’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Halo’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but is not limited to, statements regarding the Company’s acquisition of OGC and its Type N License in California.
By identifying such information and statements in this manner, Halo is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, Halo has made certain assumptions. Although Halo believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Halo does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Halo or persons acting on its behalf is expressly qualified in its entirety by this notice.
Nutritional High Announces Settlement of Payables and Update on Psychedelic Sciences Corp Acquisition.
Toronto, Ontario–(Newsfile Corp. – August 4, 2020) – Nutritional High International Inc. (CSE: EAT) (OTC Pink: SPLIF) (“Nutritional High” or the “Company“) is pleased to announce settlement of trade payables and an update regarding the acquisition of Psychedelic Sciences Corp (“PSC“).
The Company announces that trade creditors representing CAD $1,159,936 have entered into settlement agreements with the Company to convert such amounts owed into 44,253,582 Units at a deemed price of $0.025 per Unit. Each Unit being comprised of one common share and one common share purchase warrant (a “Warrant“) with each Warrant entitling the holder to acquire one common share of the Company at any time on or before December 31, 2020 at a price of $0.05 per share The shares issuable under this conversion will be issued under National Instrument 45-106 and are subject to a 4-month hold.
The payable settlement agreements represent approximately half of the Company’s total corporate payables excluding its subsidiary Calyx Brands.
“We are pleased to have reached a settlement of these payables and would like to thank all parties for their cooperation and support” stated John Durfy, CEO of Nutritional High. This is an important part of our strategic review and helps in our effort to improve our capital structure.”
$730,547.13 of the debt being settled is held by related parties of the Company. Branson Corporate Services Ltd., a corporate services firm in which Adam Szweras, one of the directors of the Company, and his spouse own more than 10% received 2,806,120 units, bringing Branson Corporate Services Ltd.’s ownership position from nil to 0.6% on an undiluted basis and 1.2% on a partially diluted basis. L+G LLP (JRG Attorneys at Law, California) a law firm of which Aaron Johnson, a director of the Company, is one of three partners, received 14,893,580 units, bringing L+G LLP ‘s ownership position from nil to 3.2% on an undiluted basis and 6.2% on a partially diluted basis. FMI Capital Advisory Inc., a financial advisory firm of which Adam Szweras is a director, received 4,000,000 units, bringing FMI Capital Advisory Inc.’s ownership position from 1.5% to 2.2% on an undiluted basis and 3.4% on a partially diluted basis. Brian Presement, a director of the Company received 158,828 units. Unite Communications Corp., a communications company which is controlled by Brian Presement received 284,131 units. Plexus Cybermedia Inc., a data driven investor marketing firm of which Brian Presement holds one-third of the shares and is a director received 7,079,306 units, bringing Plexus Cybermedia Inc.’s ownership position from 0.12% to 1.6% on an undiluted basis and 3.1% on a partially diluted basis. The Company relied upon the exemptions in sections 5.5(b) (Issuer Not Listed on Specified Markets) and 5.7(1)(a) (Fair Market Value Not More Than 25 Per Cent of Market Capitalization) of Multilateral Instrument 61-101. The material change report will be filed less than 21 days before the closing date of the debt restructuring, but believes that this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its accrued liabilities as soon as possible.
Update on Acquisition of PSC
PSC has completed it’s financing efforts and closing of the acquisition is expected to be completed shortly following receipt of satisfaction of the remaining conditions precedent.
PSC is moving ahead with Rangsit University (“RSU”) to identify which cactai strains will grow most rapidly while maximising mescaline output. In addition, Nutritional High’s science team is working with PSC and RSU to design a whole plant trial to determine the efficacy of micro-dosing psychedelic cactai.
With regard to Psilocybin related research and development, RSU and PSC are developing a trial which will be undertaken upon a successful de-scheduling of Psilocybin in Thailand.
About Nutritional High International Inc.
Nutritional High is focused on developing and manufacturing branded products in the cannabis industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively in jurisdictions where such activity is permitted and regulated by state law. Nutritional High has brought its flagship FLÏ™ edibles and vape product lines from production to market in various markets including Colorado where its award winning FLÏ™ products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for Palo Verde and is awaiting regulatory approval. In California, the Company distributes products through its wholly owned distributor Calyx Brands Inc. For updates on the Company’s activities and highlights of the Company’s press releases and other media coverage, please follow Nutritional High on Facebook, Twitter and Instagram or visit www.nutritionalhigh.com.
For further information, please contact:
Chief Financial Officer
Nutritional High International Inc.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC., NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Risks that may have an impact on the ability for these events to be achieved include completion of due diligence, negotiation of definitive agreements and receipt of applicable approvals. Forward looking statements in this press release include statements regarding the closing of the acquisition of PSC and the timing thereof Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
The Company’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press 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 the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. Some of the risks and other factors that could cause actual results to differ materially from those expressed in forward-looking information expressed in this press release include, but are not limited to: obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61067
BioHarvest Sciences Inc.’s CEO to Host Zoom Video Conference Today, August 4, 2020 at 3:00 p.m. EST
Vancouver, British Columbia–(Newsfile Corp. – August 4, 2020) – BioHarvest Sciences Inc. (CSE: BHSC) (the “Company”, “BioHarvest”) would like to invite its shareholders and the general public to join Ilan Sobel, newly appointed CEO for a Zoom Video Conference TODAY August 4th, 2020 at 3:00PM Eastern Standard Time. The CEO will be unveiling publicly the Company’s Growth Strategy and will be available to answer questions with the attendance of Dr. Zaki Rakib, President and Chairman of the Board and, Dr. Yochi Hagay, CTO. Please click the following link to JOIN the conference: BHSC: Zoom Video Conference.
Ilan Sobel, CEO: “The merger of Canna-V-Cell and BioHarvest Ltd. earlier this year has created great opportunities for the Company to leverage its proprietary BioFarming Technology towards the Nutraceutical and Cannabis Verticals. I am looking forward to sharing BioHarvest’s Growth Strategy today with our shareholders and build their confidence in our ability to EXECUTE on this Strategy. I am committed to improve our communication with our shareholders and to the public in general and look forward to a quality dialogue. Please Join us!”
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About BioHarvest Sciences Inc.
Based in Vancouver BC, BioHarvest Sciences Inc. is the developer and exclusive owner of the proprietary and patent protected Biofarming technology. It is the first and only industrial large-scale plant cell growth technology capable of directly and constantly producing the active plant ingredients without the necessity to grow the plant itself. The technology has been already validated by Vinia™, the red grapes cells functional food/dietary supplement produced and sold by BioHarvest. By adapting this technology to the Cannabis plant, and building adequate cells production capacity, BioHarvest Sciences Inc.’s objective is to become the leading supplier of Cannabis for both the medicinal and recreational legal use. See the following hyperlink for a visual description of our Biofarming technology: BHSC’s Biofarming Technology.
BioHarvest Sciences Inc.
Dr. Zaki Rakib
President and Chairman of the Board
For further information, please contact:
Dave Ryan, VP Investor Relations & Director
Phone: 1 (604) 622-1186
Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
Neither Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61016
Osoyoos Closes Non-Brokered Private Placement
Toronto, Ontario–(Newsfile Corp. – August 4, 2020) – Osoyoos Cannabis Inc. (CSE: OSO) (“Osoyoos” or the “Company”) is pleased to announce that the Company has closed its previously announced non-brokered private placement (the “Private Placement“) of up to 20,000,000 units of the Company (the “Units“), at a price of $0.05 per Unit, for gross proceeds of up to $1,000,000.
Each Unit will consist of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant of the Company (a “Warrant“). Each full Warrant will entitle the holder to acquire one additional Common Share for a period of twenty-four months from the date of issuance (the “Expiry Date“) at a price of $0.15 per Common Share. Furthermore, the Company will have the right to accelerate the Expiry Date to be thirty days following written notice to the holders, if during the term of the Warrants the Common Shares close at or above $0.20 per Common Share on each trading day for a period of ten consecutive trading days on the Canadian Securities Exchange. Proceeds from the Private Placement are expected to be used for general working capital needs.
On July 31, 2020, the Company closed a third tranche of the Private Placement and issued 10,208,340 Units of Company, at a price of $0.05 per Unit, for gross proceeds of $510,417. As of the date hereof, the Company has issued an aggregate of 20,208,340 Units pursuant to the Private Placement for total gross proceeds of $1,010,417.
All Common Shares and Warrants sold under the Private Placement will be subject to a statutory four month and one day hold period. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, and there shall be no sale or exchange of the Company’s securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under applicable securities laws.
About Osoyoos Cannabis Inc.
Osoyoos Cannabis Inc. has a joint-venture agreement with a private, vertically-integrated licensed producer under the Cannabis Act (Canada) to offer contract tolling extraction services to third-party businesses. Additionally, the Company recently acquired 1196691 B.C. Ltd. d/b/a “PCAI Pharma” (www.pcai.ca) and its wholly-owned subsidiary AI Pharmaceuticals Jamaica Limited, a private corporation incorporated and operating under the laws of Jamaica. The business of AI Pharma involves science, research, treatment, data mining and AI, focused on the development of combinatorial pharmaceuticals, nutraceuticals and cosmeceuticals utilizing compounds from cannabis (cannabinoids), psychedelic mushrooms (psilocybin), fungi and other psychedelic formulations and their related medicinal global intellectual property protection.
For further information, please contact:
Chief Executive Officer
DISCLAIMER & READER ADVISORY
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “may”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include regulatory and other third-party approvals; licensing and other risks. The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61013
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