Vancouver, British Columbia–(Newsfile Corp. – September 8, 2020) – Emerald Health Therapeutics, Inc. (TSXV: EMH) (OTCQX: EMHTF) (the “Company”) is pleased to announce that it has entered into a share purchase agreement (the “Share Purchase Agreement”) with Village Farms International, Inc. (NASDAQ: VFF) (TSX: VFF) (“Village Farms”) in respect of the sale of the Company’s interest in Pure Sunfarms Corp. (“PSF”), a joint venture that was established between the Company and Village Farms in 2017 in which the Company holds a 41.3% interest.
Pursuant to the Share Purchase Agreement, which was negotiated at arm’s length, Village Farms has agreed to purchase 36,958,500 common shares in the authorized share structure of PSF, representing all of the remaining shares of PSF not held by Village Farms, for an aggregate purchase price of $79,900,000 (the “Transaction”). A minimum of $60,000,000 of the purchase price will be paid in cash at closing. In addition, $952,237 of the Company’s obligations under a promissory note that the Company had issued to PSF on March 6, 2020, may be settled or the purchase price will be increased accordingly. The remainder of the purchase price will be settled pursuant to the issuance by Village Farms at closing of a secured promissory note to the Company (the “Note”). The Note will mature six months after closing and will be secured against a certain number of common shares of PSF held by Village Farms and will bear interest at a rate of 12% per annum. As a result of the Transaction, PSF will become a wholly owned subsidiary of Village Farms and the Company will cease to have any interest in PSF.
“Emerald made a strategic decision three years ago to partner with Village Farms to create one of the most competitive large-scale cannabis growing operations in Canada and we are very proud of our foundational role in designing and building this business to its current leading stature in the industry,” said Riaz Bandali, CEO, Emerald Health Therapeutics.
“Over the last 12 months, we have worked in a very disciplined and systematic manner to drive Emerald’s own premium organic-certified production operation and its medical and R&D facilities toward operating breakeven and profitability. We also applied our core capability in science-driven innovation to develop and launch our first Cannabis 2.0 product line, our unique nanoemulsion-based cannabis spray. With the anticipated divestment of our Pure Sunfarms and Verdélite assets, we expect that with the approximately $102M in non-dilutive cash garnered from these two sales we will move to a zero debt position and significant cash reserve, while still retaining two attractive operating facilities. We expect that these factors would leave Emerald well-positioned to advance our existing and emerging product portfolio, and/or to acquire in a strategic and targeted manner new value-added science-based products and services with a positive business outlook focused on achieving revenue growth, profitability and value creation for our shareholders.”
The Share Purchase Agreement was unanimously approved by the board of directors of the Company and the board of directors recommends that the Company’s shareholders vote in favour of the Transaction. Certain shareholders of the Company, including all executive officers and directors of the Company, holding an aggregate of approximately 15.6% of the issued and outstanding shares of the Company have entered into voting support agreements and have agreed to vote their common shares of the Company in favour of the Transaction.
Haywood Securities Inc. has given an oral opinion to the board of directors of the Company, stating that as of the date of the opinion and based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration to be received by the Company pursuant to the Share Purchase Agreement is fair from a financial point of view.
The Share Purchase Agreement contains representations and warranties, covenants and indemnities for the benefit of each of the parties as are customary for transactions of this nature. Completion of the Transaction is subject to customary conditions, including obtaining applicable third party and lender consents and regulatory approvals and approval of the shareholders of the Company. The Share Purchase Agreement contains customary provisions relating to non-solicitation of alternative transactions. In addition, the Company has agreed to pay a termination fee of $3 million upon the occurrence of certain events. A copy of the Share Purchase Agreement will be posted on the Company’s profile at www.sedar.com.
Full details of the proposed transaction will be included in the Company’s information circular, which is expected to be mailed to shareholders in late September 2020. It is anticipated that the Company will hold a meeting of its shareholders in late October 2020, with closing to occur shortly thereafter.
About Emerald Health Therapeutics, Inc.
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 organic-certified Richmond, BC, greenhouse operation (78,000 square feet); 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).
Please visit www.emeraldhealth.ca for more information or contact:
Jenn Hepburn, Chief Financial Officer
(800) 757 3536 Ext. #5
Investor Relations Manager
(800) 757 3536 Ext. #5
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.
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: closing of the Transaction and the timing thereof; obtaining all consents and regulatory approvals of the Transaction; approval by the Company’s shareholders and the timing thereof; the anticipated date of mailing of materials to the Company’s shareholders; satisfaction of conditions; the completion of the sale of Verdélite Sciences, Inc. and Verdélite Property Holdings Inc.; use of proceeds of the Transaction and the sale of Verdélite; reduction of debt; achieving operating profitability; advancement of our portfolio; and future acquisitions.
Actual results may vary from forward-looking statements. We cannot guarantee that any forward-looking statement 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, risks associated with receipt of third party and lender consents and regulatory and stock exchange approvals; failure to obtain shareholder approval; failure to comply with all necessary conditions to closing; regulatory approvals; regulatory changes; demand for products; efficacy of products; results of scientific research; future distribution agreements; failure of counterparties to perform contractual obligations; as well as the risk factors described in the Company’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. The Company undertakes no obligations to update or revise such statements to reflect new circumstances or unanticipated events as they occur, unless required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/63398
ANC Cannabis Now Distributing 34 Street Cannabis Seeds from Coast to Coast
ANC Inc, Alberta’s first licensed micro cultivator, continues their national expansion with approval to supply seeds for the commercial and home grower in British Columbia, Alberta, Saskatchewan, Ontario and most recently, New Brunswick.
“Since 2017, ANC Cannabis has been forming a company built around the belief that we can create quality product that is accessible to everyone while also providing educational support and services to our consumers,” said Tairance Rutter, ANC Inc.’s VP Business Development and Marketing. Adding, “At ANC we are motivated by a passion for quality product and support for the entire growing and cultivation community. We believe that everyone, no matter their background or experience, should be able to grow their own quality cannabis plants.”
ANC is first and foremost a genetics company committed to developing the highest quality products possible. ANC is currently focused on seeds for the consumer and commercial market, with plans to release flower for retail sale in the late fall of 2020. The company has been approved for a processing licence so they can process their own product. The company has additional long-term plans to sell flower, likely in the form of pre-rolls sourced from the genetics they will be offering consumers as seed stock. This approach will allow consumers to experience the product before deciding on a cultivar. This will be part of a larger program the company calls the “Know Before You Grow” service, which will also include access to an online platform offering genetics-specific tips for home growers. ANC Inc’s VP of Research and Quality Control, Thomas Facciolo, is excited to provide answers for all our home growers’ questions.
“ANC continues to expand at a rapid pace, and we are elated to have reached the milestone of national distribution, spanning across Canada, from the West Coast in British Columbia to the East Coast in New Brunswick,” said ANC Inc President, Clayton Bordeniuk. Adding, “this is just the beginning for ANC.”
ANC has developed hundreds of different genetics that are ready for the recreational market including Fruity Hoops, Pink Lemonade, Pineapple Express, Power Kush, Triple Scoop, Bubba Kush 2.5, Chocolate Cake, Double Chocolate, 34 ST Cookies, Bubba Cheese and Sorbet 33. Each strain offers a different genetic make up, with a wide range of THC concentration, and different flowering periods, appropriate for a variety of climates for indoor and outdoor growers alike.
Better Plant Sciences Subsidiary NeonMind Signs Psilocybin Supply Agreement for Clinical Trials
Vancouver, British Columbia–(Newsfile Corp. – September 29, 2020) – Better Plant Sciences Inc. (CSE: PLNT) (OTCQB: VEGGF) (FSE: YG3) (“Better Plant“) or (the “Company“) is pleased to announce that its majority owned subsidiary NeonMind Biosciences (“NeonMind“) has entered into a definitive agreement with Psygen Labs Inc. (“Psygen“) for the supply of psilocybin for NeonMind’s planned preclinical, and clinical trials to study the use of a drug product including Psilocybin for the treatment of food cravings and anxiety. The agreement was signed on September 28th, 2020.
Figure 1: Better Plant Sciences Subsidiary NeonMind Signs Psilocybin Supply Agreement for Clinical Trials
To view an enhanced version of Figure 1, please visit:
Psygen is currently acting as broker between NeonMind and a licensed dealer of restricted drugs (the “Licensed Dealer“). The Licensed Dealer holds a dealer’s licence issued under Part J of the Food and Drug Regulations (a “Dealer’s Licence“). The Supply Agreement provides that Psygen will supply the psilocybin directly once Psygen holds a Dealer’s Licence. Psygen currently has a pending application for a Dealer’s Licence.
“Psilocybin is known to activate serotonin receptors,” says Dr. William Panenka, lead scientific advisor to NeonMind. “As a neurotransmitter, serotonin helps to relay messages from one area of the brain to another. Serotonin is responsible for some of the drivers which govern eating. We are very interested in furthering studies to test various dosing regimens for NeonMind to see the effects that psilocybin may have on the serotonin receptors that regulate food cravings.”
“Psygen’s mission is to fill a supply gap for restricted drug substances and restricted drug products for use in clinical trials and in pre-clinical research,” says Danny Motyka, CEO of Psygen Labs Inc. “We have brokered supply of various restricted drugs for pre-clinical studies and clinical trials through our relationship with a Licensed Dealer. Psygen is currently building out a commercial manufacturing facility designed for high-volume output of psychedelic drug substances and drug products, filling a niche in the evolving psychedelic medicine ecosystem. Today these psychedelic drug substances are classified as restricted drugs, meaning no recognized medical use in Canada, and we are playing our part in moving those substances to the controlled drugs schedule of the Food and Drug Regulations or otherwise providing compliant access to psilocybin and other psychedelics.”
In December 2019, NeonMind filed a U.S. provisional patent application in the United States for the invention relating to therapeutic administration of psilocybin to provide weight loss benefits and potential treatment or regulation of diabetes, and regulation of blood glucose, and to reduce susceptibility to cardiovascular disease, high blood pressure, diabetes mellitus, hypertension, multiple sclerosis, erectile dysfunction, urinary incontinence, chronic renal failure, sleep apnea, asthma, and certain forms of cancer.
In May 2020, NeonMind completed the design of a preclinical trial to confirm that psilocybin is an effective treatment for weight loss and food cravings (the “Trial“). In July 2020, the scientific investigator chosen to lead NeonMind’s preclinical trial submitted a Section 56 Exemption application to Health Canada for the use of psilocybin in the Trial. An exemption must be granted and a final agreement entered into with the laboratory before the Trial can begin.
According to the World Health Organization, in 2016, more than 1.9 billion adults or 39% of adults, 18 years and older, were overweight. Grandview Research projects that the global weight management market is expected to grow at a compound annual growth rate of 8.3% from 2019 to 2025 to reach USD $442.3 billion by 2025.
About Psygen Labs Inc.
Psygen is a privately held company based in Calgary, Alberta. Psygen specializes in synthetic manufacture of psychedelic drug substances and drug products. Psygen provides non-exclusive access to GMP compliant psychedelic drug substances and drug products for clinical trials, therapeutic applications and pre-clinical studies. Psygen has entered into a number of definitive agreements for ongoing supply of drug substances and is positioned to be a lead supplier in the emerging commercial market for psychedelic drug substances and drug products. Psygen has sponsored a Licensed Dealer who holds a license for the manufacture, sale, import, export, and analysis of LSD, psilocybin, MDMA, DMT, 2C-B, and mescaline. Chemists working with Psygen currently operate from a manufacturing laboratory at the University of Alberta. Psygen has applied to Health Canada for a Dealer’s License that will allow Psygen to manufacture, possess, sell, import, export, research, develop, and analyze psychedelic drug substances and drug products. Psygen is currently building out a 6,000 square foot lab capable of large-scale synthesis, formulation and distribution of the above and additional psychedelics to a GMP standard. Psygen intends to be the leader in psychedelic medicine supply chain solutions and is committed to supporting the renaissance in use of psychedelics for research and clinical treatment of a wide variety of mental health issues.
About NeonMind Biosciences Inc.
NeonMind is engaged in research and development of products that use medicinal and psychedelic mushrooms to optimize human health and performance. The company is launching a line of coffees infused with health optimizing medicinal mushrooms including reishi, cordyceps, lion’s mane and turkey tail mushrooms. NeonMind is also engaged in research into developing a psilocybin (psychedelic mushroom) based product for weight loss and has applied for a Section 56 Exemption to begin preclinical trials to study its pending psychedelic medicine patents. NeonMind owns 18% of Translational Life Sciences Inc. Better Plant Sciences owns approximately 69% of the issued and outstanding stock of NeonMind.
About Better Plant Sciences Inc.
Better Plant develops and acquires intellectual property and other assets related to plant-based products and therapeutics. Through its integrated business model, Better Plant develops, manufactures, markets, sells and distributes plant-based products. It has over 200 proprietary wellness formulas at various stages of commercialization, including over 20 proprietary products that are now for sale via eCommerce or brick-and-mortar retail stores. It operates websites and oversees eCommerce and Amazon sales for over 200 JUSU plant based products for body, baby and home and has announced it will acquire all JUSU Bar Inc. assets. Its majority-owned subsidiary NeonMind Biosciences Inc. is launching a line of coffees infused with health optimizing medicinal mushrooms including reishi, cordyceps, lion’s mane and turkey tail mushrooms. NeonMind is also engaged in research into developing a psilocybin (psychedelic mushroom) based product for weight loss and has applied for a Section 56 Exemption to begin preclinical trials to study its pending psychedelic medicine patents.
Investor Relations Contact:
Penny White, President & CEO
Kevan Matheson, Investor Relations
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking information and statements (collectively, “forward looking statements”) under applicable Canadian securities legislation. Forward-looking statements are necessarily based upon a number of estimates, forecasts, beliefs and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such risks, uncertainties and factors include, but are not limited to: risks related to the development, testing, licensing, brand development, availability of packaging, intellectual property protection, reduced global commerce and reduced access to raw materials and other supplies due to the spread of the Coronavirus, the potential for not acquiring any rights as a result of the patent application and any products making use of the intellectual property may be ineffective or the company may be unsuccessful in commercializing them; and other approvals will be required before commercial exploitation of the intellectual property can happen. Demand for the company’s products, general business, economic, competitive, political and social uncertainties, delay or failure to receive board or regulatory approvals where applicable, and the state of the capital markets. Better cautions readers not to place undue reliance on forward-looking statements provided by Better, as such forward-looking statements are not a guarantee of future results or performance and actual results may differ materially. The forward-looking statements contained in this press release are made as of the date of this press release, and Better expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64798
CGOC Announces Management Changes and Director Appointment
Toronto, Ontario–(Newsfile Corp. – September 28, 2020) – Cannabis Growth Opportunity Corporation (CSE: CGOC) (“CGOC“, or the “Company“), a cannabis focused investment corporation with both public and private cannabis holdings, announced today that Paul Andersen, the Company’s Chief Financial Officer, has been appointed as the Company’s Chief Executive Officer replacing Sean Conacher, the Company’s former Chief Executive Officer. Mr. Phillip Millar has been appointed as the President and Chief Operating Officer and Michael Johnston will replace Mr. Andersen as the Chief Financial Officer and Corporate Secretary and has also been appointed as a director of the Company. Each of the foregoing changes are effective immediately.
Mr. Millar has extensive experience in the North American Cannabis market as a senior executive. His legal and military training brings a refreshing perspective to a market that values integrity, accuracy and reliability. The Company’s board of directors believes that Mr. Millar’s strategic vision and ability to synergize and coordinate multiple stakeholders towards a shared mission will add value to shareholders.
Mr. Johnston is a CPA, CA, and is currently the chief financial officer of Minsud Resources Corp., a mineral exploration company trading on the TSX Venture Exchange. From November 2015 to April 2018, he was the CFO of Canada House Wellness Group Inc., a Canadian cannabis company that currently produces medical grade cannabis and operates several clinics across Canada
CGOC is an investment corporation that offers unique global exposure to the emerging global cannabis sector. CGOC’s main objective is to provide shareholders long-term total return through its actively managed portfolio of securities, both public and private, operating in, or that derive a portion of their revenue or earnings from products or services related to the cannabis industry.
This press release contains certain forward-looking statements with respect to the Company. These forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with the Company’s business plan and matters relating thereto, and risks associated with the Company’s investments and financial objectives, as well as other risks and uncertainties, including but not limited to those detailed from time to time in the Company’s public filings on SEDAR. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.
For further information please contact Cannabis Growth Opportunity Corporation:
Neither the 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/64803
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