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Emerald Health Therapeutics and Quinto Resources Enter into Share Purchase Agreement for Sale of Quebec Cannabis Business

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Vancouver, British Columbia–(Newsfile Corp. – July 31, 2020) – Emerald Health Therapeutics, Inc. (TSXV: EMH)  (“Emerald”) and Quinto Resources Inc. (“Quinto”) (TSXV: QIT) today announced that they have entered into a share purchase agreement dated July 30, 2020 (the “Agreement”) in respect of the sale of Emerald’s wholly-owned subsidiaries, Verdélite Sciences, Inc. (“Verdélite Sciences”) and Verdélite Property Holdings, Inc. (“Verdélite Property” and, together with Verdélite Sciences, the “Subsidiaries”). The Subsidiaries together own and operate a premium 88,000 square foot craft cannabis production indoor facility (the “Facility”) in St. Eustache, Québec.

Pursuant to the Agreement, Quinto will purchase all of the issued and outstanding shares of the Subsidiaries in consideration for a cash purchase price of $21,000,000, subject to a 90-day working capital adjustment and certain other adjustments (the “Transaction”). The Agreement was negotiated at arm’s-length. Closing of the Transaction is anticipated to occur on or before August 31, 2020.

As a result of the Transaction, the Subsidiaries will become wholly-owned subsidiaries of Quinto and Quinto will continue the business of the Subsidiaries. Following closing of the Transaction, Emerald will continue to sell its own products into the Québec market, subject to certain limited restrictions, and retains exclusive rights to its recently launched SouvenirTM brand.

“We are proud of what we built in Québec, which is a sophisticated cannabis growing operation with a competent and motivated team. However, in alignment with our strategic plan, we see benefits in consolidating our asset base and are pleased to have the opportunity to sell this facility and to see a continuing opportunity for our staff at Verdélite,” said Riaz Bandali, CEO, Emerald Health Therapeutics. “Upon closing this transaction, the resulting capital will significantly improve our balance sheet and still leave us with a British Columbia operational base with an excellent premium growing facility in Richmond, which recently completed its first full quarter of full production and sales, our R&D, processing and medical focused facility in Victoria, and a 41.3% stake in our Delta-based Pure Sunfarms joint venture, one of the best performing cannabis production assets in Canada.”

Quinto is a Canadian public company with its common shares listed for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “QIT”. The Transaction will constitute a change of business for Quinto under the rules of the TSXV – please see “The Transaction“, below. As a result, Quinto will require the approval of its shareholders to complete the Transaction, and has called a shareholder meeting for August 31, 2020.

The Subsidiaries

Verdélite Sciences is a company incorporated under the Canada Business Corporations Act. Verdélite Sciences became a licensed producer on January 12, 2018. Verdélite Property is a company incorporated under the Québec Business Corporations Act, which acquired the Facility on February 9, 2017. On May 1, 2018, Emerald acquired 100% of the issued and outstanding shares of the Subsidiaries from the founding group.

Verdélite Sciences holds a standard processing licence from Health Canada with respect to the complete growing and processing area at the Facility permitting it to sell and distribute packaged, branded dried cannabis products directly to provincial/territorial wholesalers and authorized private retailers. Cultivation commenced at the Facility in late 2019 and the Facility is now in full production.

The Agreement

Pursuant to the Agreement, Quinto will purchase all of the issued and outstanding shares of the Subsidiaries at closing in consideration for a cash purchase price of $21,000,000. The purchase price will be adjusted for cash and long-term debt of the Subsidiaries and for working capital of the Subsidiaries at closing above or below a target amount. The purchase price will be subject to a $750,000 holdback for the working capital adjustment and as an indemnity for certain pre-existing litigation. The Agreement contains representations and warranties, covenants, conditions and indemnities for the benefit of each of the parties as are customary for transactions of this nature. A copy of the Agreement will be posted on the parties’ respective profiles at www.sedar.com.

The Transaction

The Transaction, if completed, will constitute a “Change of Business” of Quinto pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers of the TSXV. Trading in the common shares of Quinto will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSXV. Completion of the Transaction is subject to completion of a number of conditions, including obtaining applicable consents and approval of Quinto’s shareholders.

Quinto expects to finance the acquisition through a combination of private placements and bridge financing.

A further press release will be disseminated upon closing of the Transaction in accordance with the policies of the TSXV.

About Emerald Health Therapeutics

Emerald Health Therapeutics, Inc. is committed to cutting-edge cannabis science to create new consumer experiences with distinct recreational, medical and wellness-oriented cannabis and non-cannabis products. With an emphasis on innovation and production excellence, Emerald’s three distinct operating assets are designed to uniquely serve the Canadian marketplace and international opportunities. These assets, all in full production, include: its Metro Vancouver, BC-based greenhouse operation (78,000 square feet) capable of producing organic-certified product; Verdélite, its premium craft cannabis production indoor facility in St. Eustache, Québec (88,000 square foot); and Pure Sunfarms, its 41.3%-owned joint venture in Delta, BC, producing high quality, affordably priced products (1.1 M square feet). Its Emerald Naturals subsidiary has launched a new natural wellness product category with its non-cannabis endocannabinoid-supporting product line and is expanding distribution across Canada.

Please visit www.emeraldhealth.ca for more information or contact:

Jenn Hepburn, Chief Financial Officer
(800) 757 3536 Ext. #5

Emerald Investor Relations

(800) 757 3536 Ext. #5

invest@emeraldhealth.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Cautionary Note Regarding Forward-Looking Statements: Certain statements made in this press release that are not historical facts are forward-looking statements and are subject to important risks, uncertainties and assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. Such statements include: the completion of the Transaction and the timing thereof. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared by Quinto in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Quinto should be considered highly speculative.

We cannot guarantee that any forward-looking statement herein will materialize, and readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements involve risks and uncertainties related to, among other things, changes of law and regulations; changes of government; failure to obtain regulatory approvals or Quinto shareholder approval; failure of Quinto to obtain necessary financing; failure to obtain third party consents; results of production and sale activities; regulatory changes; changes in prices and costs of inputs; demand for products; failure of counter-parties to perform contractual obligations; as well as the risk factors described in Emerald’s annual information form and other regulatory filings. The forward-looking statements contained in this press release represent our expectations as of the date hereof. Forward-looking statements are presented for the purpose of providing information about management’s current expectations and plans and allowing investors and others to obtain a better understanding of our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Emerald undertakes no obligations to update or revise such statements to reflect new circumstances or unanticipated events as they occur, unless required by applicable law.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/60879

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AgriCann Solutions Announces $750,000 Private Placement

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Vancouver, British Columbia–(Newsfile Corp. – October 30, 2020) – AgriCann Solutions Corp. (the “Company“, “AgriCann” or “ASC“) is pleased to announce a private placement offering of up to 7,500 $100.00 Convertible Debentures (collectively the “CDs”) for proceeds of up to $750,000.

Proceeds will be used to fund the remaining $400,000 of its 8% $600,000 Convertible Loan Agreement commitment in accordance with the Company’s letter of intent with Craft Nurseries Canada, as announced June 3, 2020, and for general working capital.

The CDs are convertible for twelve months into $0.25 Units at no additional cost to the holder. Each Unit consists of one (1) common share (a “Share”) in the capital of AgriCann and one-half of a share purchase warrant (a “Warrant”). Each full Warrant will entitle the holder to purchase one (1) additional Share (a “Warrant Share”) for $0.50 at any time for twenty-four (24) months, at which time the Warrants will expire.

Should the Company’s Shares have a closing price equal to or higher than $1.00 per Share for ten (10) consecutive trading days on a recognized stock exchange, the Company shall be entitled to give notice to the holders of Warrants by news release, that the Warrants will expire 30 days after the date of such news release unless exercised before the expiry of that period, and in such event all unexercised Warrants will expire on the last day of such 30 day period.

The Company will pay the holder of each CD interest on the principal amount outstanding from time to time to the date that the Convertible Debenture remains outstanding (the “Term”) 5% of the principal amount, payable at the option of the holder in cash or in Shares to be accrued while the CD is outstanding until the Maturity Date, at which time the Company will also pay the holder the principal amount of the CD then outstanding unless otherwise converted by the holder.

Insiders directly or indirectly subscribing for these CDs include Tim Tombe ($250,000), Robert van Santen ($250,000), and Chris MacPherson ($25,000), non-arm’s-length parties to the Company by virtue of holding more than 10 per cent of the Company’s issued and outstanding common shares on a fully diluted basis, and/or holding officer and director positions in the Company.

About AgriCann Solutions Corp.

The Company is a “Reporting Issuer” that originated as one of three spinouts upon completion of a statutory plan of arrangement completed by The Valens Company (formerly Valens GroWorks Corp.) on March 12, 2015. The Company seeks to acquire a suitable business opportunity with potential for scalable near-term cash flow and sustainable growth to create shareholder value.

ON BEHALF OF AGRICANN SOLUTIONS CORP.

(signed) “Rob van Santen”
CEO & Director

For further information, please contact:

Robert van Santen, CA, CPA, CMT
Telephone: +1.604.608.1999

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law. The Company will provide further updates respecting these initiatives as developments occur. There can be no assurance that interests in any or all of these or additional projects being pursued will be acquired, funded and/or commercialized.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/67232

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Nutritional High Announces Completion of the Conversion of the 10% Senior Unsecured Convertible Debentures

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Toronto, Ontario–(Newsfile Corp. – October 30, 2020) –  Nutritional High International Inc. (CSE: EAT) (OTC Pink: SPLIF) (“Nutritional High” or the “Company“) is pleased to announce that the Company has completed the proposed conversion of the 10% senior unsecured convertible Debentures (the “10% Debentures”) described in the management information circular dated September 17, 2020.

In accordance with the amendment approved at the meeting of the Debentureholders held on October 8, 2020, approved by the Canadian Securities Exchange, the Company has completed the forced conversion of the 10% Debentures at $.02 per share.

Further to the press release dated October 8, 2020, the final outstanding balance of the 10% Debentures as of October 28th, 2020 was $5,673,000. In satisfaction of the principal and accrued interest amount outstanding the Company has issued 296,705,671 common shares.

As part of the approved amendment to the 10% Debentures, 50% of the common shares issued upon forced conversion have been escrowed by means of a restriction for six months subject to early release in whole or part at the discretion of the Company. As such, on October 29, 2020 the Company issued to holders of the 10% Debentures, 141,825,000 shares which are free trading plus 141,825,000 shares which are restricted. In addition, 13,055,671 shares representing interest up to the date of conversion have been issued to the 10% Debentureholders which are subject to 4 month hold.

With the issuance of the above shares, in addition to debenture conversions which took place up to the date of forced conversion on October 28, 2020, the Company will now have total basic shares outstanding of 995,587,157.

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.

The Company also distributes products through its wholly owned distributor Calyx Brands Inc. The Company signed an agreement to sell Calyx.

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:

Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
888-262-4645
Email: rwilson@nutritionalhigh.com

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 receipt of applicable approvals. 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/67225

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Nutritional High Announces Application for Management Cease Trade Order

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Toronto, Ontario–(Newsfile Corp. – October 30, 2020) –  Nutritional High International Inc.(CSE: EAT) (OTC Pink: SPLIF) (“Nutritional High” or the “Company“) announces today that it has made an application to the Ontario Securities Commission to approve a temporary management cease trade order (“MCTO“) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“), which, if granted, will prohibit trading in securities of the Company by its Chief Executive Officer, Chief Financial Officer and certain other insiders of the Company, whether direct or indirect, so long as the 2020 Filings (as defined below) remain outstanding. The issuance of an MCTO would generally not affect the ability of persons who are not, or who have not been, directors, officers or other insiders of the Company to trade in the Company’s securities.

In discussion with its auditors, the Company has determined that it is not able to meet the November 30, 2020 filing deadline (the “Filing Deadline“) for its audited financial statements for the year ended July 31, 2020, the management’s discussion and analysis and the related CEO and CFO certification relating to the 2020 financial statements (collectively, the “2020 Filings“). Although the audit process is progressing, the auditors anticipate some delays in completing the audit process, such that the Company is not able to meet the Filing Deadline for the 2020 Filings.

Although the Company remains confident in its ability to complete the 2020 Filings, it requires an extension and has therefore applied for an MCTO. In particular, the Company is coordinating with its auditors to set up a realistic timetable with specific tasks to be completed on a daily basis. The Company will use its best efforts to complete the process within this timeline. The Company anticipates that, subject to current conditions remaining the same, it will require approximately three additional weeks to complete the audit review process and in either event will use its best efforts to complete the process within the next two months.

The Company intends to satisfy the provisions of the alternative information guidelines set out in Sections 9 and 10 of NP 12-203 so long as the 2020 Filings are outstanding.

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.

The Company also distributes products through its wholly owned distributor Calyx Brands Inc. The Company signed an agreement to sell Calyx.

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:

Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@nutritionalhigh.com

Caution Regarding Forward-Looking Information:

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 the 2020 Filings. 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/67226

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