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
PharmaDrug Inc. Closes Transaction to Acquire First Smart Shop in the Netherlands and Now Initiates Major Push to Acquire Best of Breed High Traffic Locations
Toronto, Ontario–(Newsfile Corp. – September 21, 2020) – PharmaDrug Inc. (CSE: BUZZ) (OTC: LMLLF) (“PharmaDrug” or the “Company“) is pleased to announce that its wholly-owned subsidiary Interrobang Ltd. (doing business as Super Smart) (“Super Smart“) has closed the transaction to acquire the retail establishment specializing in the sale of psychedelic products that was previously announced in the Definitive Agreement signed on August 14, 2020.
Super Smart has commenced a ten-day transition period with the previous owner to co-manage the store and the Company will take effective control on October 1, 2020. The Smart Shop is located in the Town of Tiel, a municipality in central Netherlands, and will serve as an initial platform for Super Smart to build out and refine its new smart shop vision and a springboard to develop its brand and operations. Over the past few months, Super Smart has laid much of the groundwork needed to purchase the first store and as such began developing the organizational structure that will enable the company to make several more purchases and scale up more efficiently. The work includes hiring a country manager, setting up corporate structures, template legal contracts, financial controls and bank accounts.
By taking control of its first store, Super Smart can now start working towards its modern vision for the Smart Shop that will focus on an elevated experience that should improve the current opinion regarding psychedelics amongst the Dutch population. This will include education, micro dosing products and a broader introduction of functional mushrooms. We will also look to work with producers to help modernize the branding of the products sold in our shops.
Our consolidation plans will unify several shops under one collective system. This includes the store design and back end functionality of the stores POS and CRM. This will allow us to collect valuable customer information that will help in creating a unique customer experience for each individual. There will be an important education component with a training program established for all customer facing employees.
Harry Resin, President of Super Smart, commented, “Education will be a foundation upon which our stores will be built. Having worked in the cannabis industry in The Netherlands for more than fifteen years and in California for the last 5 years, I plan on taking my experience in brand building and bringing that to Slim Winkel, our Dutch psychedelic retail concept.”
Acquisition and Store Expansion Strategy
Super Smart is still involved in active discussions with three additional smart shop owners in the Netherlands. While all three of those discussions are still ongoing, Super Smart is waiting to see the impact of the Covid pandemic on their sales to help determine the appropriate price. We believe the current resurgence should contribute to more attractive valuations. Additionally, the company has begun discussions with industry veterans who share in our vision and together we are contemplating opening new stores instead of acquiring existing ones. Vacancies are climbing across the country while rents are dropping in best of breed retail locations. We have already started looking for strategic locations in high traffic areas in top cities and towns. Additionally, management now believes that given the pandemic, it makes more sense to begin an online platform sooner.
About PharmaDrug Inc.
PharmaDrug Inc. is building an international controlled substance and natural medicine company with a focus on Europe. The Company owns 80% of Pharmadrug GmbH, a German medical cannabis distributor, with a Schedule I European Union narcotics license allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the EU. The Company also owns 100% of Super Smart, an early-stage retail company focused on consolidating the fragmented Dutch smartshop market. Smartshops are retail establishments in The Netherlands that specialize in the sale of psychoactive substances including psychedelic truffles.
For further information, please contact:
Daniel Cohen, Chairman and CEO
Caution Regarding Forward-Looking Information:
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED NOR DOES IT 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 of the Company. Forward looking statements in this press release relate to the integration of the Smart Shop business, anticipated volume growth in the Company’s German business and the introduction by the Company of its own brand of medical cannabis. 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. 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 Regulations 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, such as, but not limited to dependence on obtaining regulatory approvals; the ability to locate additional supply of medical cannabis, owning interests in companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history, reliance on management, requirements for additional financing, competition, hindering market growth; regulatory and political change. 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64247
Is Ganja Gurus the New Weedmaps?
Canada’s Authority on Retail Cannabis and Delivery Services to Launch New Programs in Your Area in September 2020.
Edmonton, Alberta–(Newsfile Corp. – September 21, 2020) – Ganja Gurus is thrilled to announce they will be entering the Canadian market in September 2020 to provide services where others have recently failed. First impressions indicate an understanding of what is important to their consumers today. Not only are they able to satisfy the needs of their market, but in Accordance with their Mission Statement, they intend to give back to the community that has helped bring them to where they are today.
Moving forward from September 2020 Ganja Gurus intends to excel in the following for their consumers. Declan Stone, Co-Founder, “Choice and charity is our Motto. We will provide listings for dispensaries, retail storefronts, accessory shops, delivery services, mail order marijuana, local shops, head shops, accessories, etc.” As experienced users ourselves we understand the need to browse and appreciate the market when making our selections. Stone continues, “Having access to the big box stores enables us to meet your needs in any situation, but we want to go a step further for our consumers.”
They will not limit their users to certain retailers, instead allowing any licensed retailer to have a listing in the hope that the extra choice will allow for you to try something new, and support someone local. By joining the GanjaGurus community you gain the ability to help with the growth of companies who you may not hear of otherwise, and who greatly appreciate your support. Ultimately the choice lies in your hands, which is the beautiful thing when seeing the available options.
This supporting mentality does not stop there however. They are willing to take actions and not just use words. When you make the choice to use Ganja Gurus in selecting your next order, you are also choosing to side with a company actively giving back to their community. At Ganja Gurus they will be transparent in their charity actions. Stone concludes, “A portion of revenues generated through the site will be given directly to local charities, while another portion will be spent towards local advertising companies in order to give back to the communities that support us.”
If you would like more information regarding the launch of Ganja Gurus please contact The Ganja Gurus Team at email@example.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64107
Red Light Holland Grants Exclusive Access to a Prominent Canadian Production Company and Film Crew to Document the Company in the Netherlands
Toronto, Ontario–(Newsfile Corp. – September 21, 2020) – Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (“Red Light Holland” or the “Company“), an Ontario-based corporation positioning itself to engage in the production, growth and sale of its brand of magic truffles to the legal, recreational market within the Netherlands, is pleased to announce that it has granted a prominent Canadian production company and film crew exclusive access to provide video coverage of the activities of the Company and its Chief Executive Officer, Todd Shapiro, within the Netherlands, leading up to the Company’s previously announced iMicrodose product launch party (the “iMicrodose Launch Party“), scheduled on September 25, 2020, in Amsterdam, the Netherlands. Filming commenced on September 20, 2020 in Horst, the Netherlands (the location of the Company’s production and distribution facility) and will continue through to the iMicrodose Launch Party, covering, among other things, the iMicrodose brand, and the production and distribution facility.
“I’m so grateful for this production company reaching out and offering to document our journey. There’s a ton of hard work that is going on behind the scenes and if all goes according to plan – this will be another piece of earned Media, which hasn’t cost Red Light Holland a dime, to potentially highlight our Company, our tireless efforts and our iMicrodose brand to a much bigger widespread audience,” said Chief Executive Officer and Director of the Company, Todd Shapiro. “Out of respect to the production company’s intellectual property rights, which play a huge role in stimulating innovation and creativity – in this case focusing on Red Light Holland’s early magic truffles production facility, our iMicrodose product launch in the Netherlands, and our expected iMicrodose Launch Party – we’ve mutually agreed to hold off on providing more information for now. However, we look forward to sharing more details in early 2021 about this great exposure opportunity… Now let’s just hope my mug doesn’t get left on the cutting room floor!”
About Red Light Holland Corp.
The Company is an Ontario-based corporation positioning itself to engage in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.
For additional information on the Company:
Neither the Canadian Securities Exchange (the “CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Readers are further cautioned that the assumptions used in the preparation of such forward-looking statements (including, but not limited to, the assumption that (i) the Company will be able to execute on its business plan, and will receive one or multiple licenses, permits, and authorizations from time to time necessary to execute on its business plan, (ii) the Company’s financial condition and development plans do not change as a result of unforeseen events, (iii) there will continue to be a demand, and market opportunity, for the Company’s product offerings, (iv) the Company will be able to establish, preserve and develop its brand, and attract and retain required personnel, (v) the Company will be successful in offering for sale the iMicrodosing packs as contemplated, on the terms and within the timelines anticipated by the Company, (vi) current and future economic conditions will neither affect the business and operations of the Company nor the Company’s ability to capitalize on anticipated business opportunities, (vii) the magic truffles currently being grown by the Company will be ready for harvest and distribution within the timelines anticipated by the Company, and (viii) the production company will commence and complete video coverage of the Company as contemplated, on the terms and within the timelines anticipated by the Company), although considered reasonable by management of the Company at the time of preparation, may prove to be imprecise and result in actual results differing materially from those anticipated, and as such, undue reliance should not be placed on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws. Forward-looking statements, forward-looking financial information and other metrics presented herein are not intended as guidance or projections for the periods referenced herein or any future periods, and in particular, past performance is not an indicator of future results and the results of the Company in this news release may not be indicative of, and are not an estimate, forecast or projection of the Company’s future results. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Not for distribution to United States newswire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64217
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