Mineral Hill Industries Ltd. (“MHI” or “Company”), trading on the TSX Venture Exchange (“TSXV”) under the trading Symbol “MHI”, on the Deutsche Boerse, Frankfurt under the trading Symbol “N8Z1 wishes to announce that in reference to its News Release dated September 5, 2019, it has executed a binding Letter of Intent (“LOI”) on September 30, 2019 with a privately held “REIT” company (“Target-REIT”) incorporated under the laws of the state of Florida, USA. As previously announced, Target-REIT leases its real estate tracts and properties which it assembled over the past five years and leased to RV-parks, agriculture cultivation centers and Cannabis dispensaries in Florida and Colorado.
After recent management meetings in Florida, the parties confirmed the terms of the previously non-binding LOI and manifested the basic terms for a Definitive Acquisition Agreement (“DA-Agr”) with this binding LOI. The parties have scheduled its next meetings in Colorado during the first half of October in order to continue its due diligence on Target-REIT’s real estate tracts and properties which are to be included in MHI’s proposed acquisition in preparation for the DA-Agr. The total value of Target-REIT’s assets (“Assets- REIT”) being subject to the acquisition is deemed to be CAD$ 24,467,766 (“Deemed-Value”) derived from the projected average value of the Assets-REIT for the next three years of operation, minus the presently outstanding debt and/or mortgages against the Assets-REIT. The deemed values are conditional upon the confirmation by an independent valuation and/or Target-REIT’s audited financial statements and, if necessary, will be adjusted in the DA-Agr.
All shareholders, direct and/or indirect beneficiaries of Target-REIT including its directors and officers are Arm’s Lengths to the Company as defined under the TSXV Policy 1.1. Under the terms of the binding LOI, the parties agree that subsequent to the confirmation of the Deemed-Value and the approval of the transaction by the TSXV, the Company will issue 48,934,766 common shares at a deemed value of CAD$ 0.50 per share (the “Consideration-Shares”) to Target-REIT’s shareholders as consideration for the acquisition and that prior to the issuance of the Consideration-Shares, Target-REIT will have arranged an initial Private Placement funding (“PP1”) for up to CAD$1.5 million whereby PP1 will consist securities units (“PP1-Units) with one common share and one full share purchase warrant at CAD$0.20 per PP1-Unit and its proceeds will be dedicated as general working capital, reflected in the to be completed consolidated pro-forma financial statements, being part of the approval submission to the TSXV. There will be no finder’s fees in respect to the transaction and the proposed PP1 funding.
The LOI provides that MHI will issue Series “2” and Series”3″ of its Class “A” convertible preference shares (“Pref-A2 Shares and “Pref-A3 Shares”) whereby:
the Pref-A2 Shares will be issued at a deemed value of CAD$1.25 to present mortgage holders and lenders in order to minimize the risk for present and future investors and to satisfy and eliminate certain debt and mortgages or part thereof in the amount of up to CAD$ 1.5 million, which are presently outstanding against some of Target-REIT’s assets. The Pref-A2 Shares will be issued at a deemed value of CAD$1.25 per share, are convertible into common shares of MHI as Resulting Issuer at a ratio of 1:1 (one Pref-A2 Share for one common share of the Resulting Issuer) at any time at the option of the Pref-A2 Shares holder, will be non-voting, but will be interest bearing at an annual rate of 8%. As of date of this News Release, there are no agreements with the present mortgage holders or lenders regarding the settlement of debt; and
the Pref-A3 Shares will be issued at a deemed value of CAD$1.50 to the present shareholders of Target-REIT in order to recognize the projected higher value in the amount of CAD$ 6,246,988 of Target-REIT’s assets after the third year of operations compared to the deemed value used for the issuance of the Consideration-Shares. Under the terms of the LOI and the above assumptions, the number of Pref-A3 Shares to be issued will be 4,164,659 non-voting and non-interest bearing Pref-A3 Shares which can only be convertible into common shares of the Resulting Issuer at a conversion ratio of 1:1 (one Pref-A3 Share for one common share of the Resulting Issuer), when the projected three-year value of CAN$ 30,549,533.00 for the acquired assets has been achieved on the third anniversary of the in the LOI defined effective date of the transaction and confirmed by the audited financial statements of the Resulting Issuer.
Under the terms of the binding LOI, Target-REIT also agreed to obtain commitments for an additional “PP2” funding of up to CAD$ 6.0 Million to be earmarked towards further acquisitions. At this point, it is assumed that PP2 will be an equity issue with a share or unit price to be determined by the prevailing share price of the Company’s common shares quoted on the TSXV subsequent to the approval of the proposed transaction. The proposed transaction will be considered a Reversed Takeover (“RTO”) and a change of the Company’s business direction with the future controlling shareholders of the Resulting Issuer being citizens of the USA. In addition, the Company will apply to be listed as a “Real Estate” or “Investment” issuer and intends to make an application for a waiver from sponsorship requirements.
Subsequent to the execution of the DA-Agr and after a comprehensive news release and satisfactory Filing Statement has been filed, the Company plans to obtain the approval for the transaction from shareholders holding more than 51% of its outstanding shares for the submission to the TSXV of the transaction approval. The names and backgrounds of all Persons who will constitute Principals or Insiders of the Resulting Issuer and, if any of such Persons is a Company, the full name and jurisdiction of incorporation, who directly or indirectly beneficially holds a controlling interest in or who otherwise controls or directs that Company will be addressed in the announcement following the execution of the Definitive Acquisition Agreement.
“Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange 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 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 [insert name of Issuer] should be considered highly speculative.
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.”
“Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.”
The Company seeks Safe Harbor
SOURCE Mineral Hill Industries Ltd.
Medicine Man Technologies to Present at Benzinga Cannabis Capital Conference
On the first anniversary of Canadian cannabis legalization, “Legalization 2.0” or “Cannabis 2.0” will allow popular cannabis derivatives like edibles, infused beverages, and vapes to legally be bought and sold nationwide. Demand for these products is incredibly high, and most analysts believe that cannabis derivatives will allow companies to deliver on ambitious revenue projections for the still-growing pot industry. Because this market is so important, companies that are prepared to capitalize on cannabis-derived consumables—like BevCanna Enterprises Inc. (CSE:BEV) (OTCPK:BVNNF), MediPharm Labs Corp. (TSX:LABS) (OTCQX:MEDIF), Cronos Group (TSX:CRON) (NASDAQ:CRON), Valens GroWorks (TSXV:VGW) (OTCQX:VGWCF), and IAnthus Capital Holdings, Inc. (CSE:IAN) (OTCQX:ITHUF)—are likely to ride the new wave of legalization and become the major industry players of tomorrow.
According to a comprehensive report from Deloitte called Nurturing New Growth: Canada Gets Ready for Cannabis 2.0, the Canadian market for edibles and alternative cannabis products will be worth $2.7 billion annually. $1.6 billion of that will be from edibles alone, and $529 million will be from beverages.
BevCanna is Best Positioned to Deliver Cannabis Beverages
BevCanna Enterprises Inc. (CSE:BEV) (OTCPK:BVNNF) understands better than perhaps any other company what kind of opportunity “legalization 2.0” provides for the cannabis industry. With its goal to become the global leader in cannabis-infused drinks, BevCanna has done an exceptionally good job of preparing itself for the new consumables market.
The last few months have seen a bevvy of activity for BevCanna. The company recently completed independent lab testing on its proprietary powder ingredient, Deeper Green, which allows for a full range of cannabinoid inputs, including THC, CBD, full-spectrum extracts and hemp-based CBD. The company also has an exclusive supply agreement with Nextleaf Solutions to employ its water-soluble cannabinoids for development and manufacturing, as well as a research license allowing BevCanna to look into the stability and homogeneity of water-soluble cannabinoid infusions in water-based beverages.
All this means that BevCanna has the technology and the permits in place to deliver cannabis drinks that are both high-quality and reliable. Accomplishing just one of these tasks is a monumental achievement, but having both in place in time for “legalization 2.0” puts the company in an industry-leading position.
BevCanna Enterprises Inc. (BEV-BVNNF)‘s two announced products lines, Anarchist Mountain Beverages and Grüv Beverages provide the company with brands that are broadly appealing for consumers interested in cannabis drinks. Anarchist Mountain is a line of THC-dominant sparkling spring water beverages with botanical flavor profiles inspired by the Pacific Northwest. Grüv is a wide range of easy-drinking cannabis-infused iced tea drinks with a balanced CBD and THC profile. Additionally, BevCanna is in “the final development stage for a third product line that will be the catalyst for the launch of the company’s water-soluble powder beverage line in California,” according to its corporate update.
At the beginning of October, the company entered into a definitive agreement with Higharchy Ventures to manufacture and launch a portfolio of cannabis-infused beverage brands for the Canadian market. The brands will be distributed throughout Canada via Higharchy’s retail cannabis network, and as part of the rollout, BevCanna plans to establish a retail education and training program. This program will focus on educating store staff on the infused beverage category and responsible consumption.
Also, in its recent corporate update, BevCanna Enterprises Inc. (CSE:BEV) (OTC:BVNNF) laid out its objects for the next six months, which mostly center on forming relationships with LPs looking to enter the infused products market in Canada, as well as forming strategic relationships with companies and brands that offer complimentary products.
Already, 11% of Canadians consume cannabis products like edibles and infused beverages, and according to the Deloitte report, another 13% are expected to start buying them when they become legal. With nearly one in four citizens in Canada currently or likely to consume cannabis edibles and alternative products, Deloitte says that “legalizing these products should clearly create valuable new growth opportunities for Canada’s cannabis sector.”
Other Companies That Can Deliver Products to a Hungry Market
BevCanna Enterprises Inc. (BEV-BVNNF) won’t be the only company to benefit from “Legalization 2.0.” Many of its contemporaries are working hard to establish themselves in the newly legal markets.
In preparing for the new legislation governing cannabis derivatives, MediPharm Labs Corp. (TSX:LABS) (OTCQX:MEDIF) VP of investor relations & communications Laura Lepore says that her company is building “the largest vape pen platform in all of Canada.” A big part of that is the company’s white label agreement with Ace Valley, which in signed in June, to launch a premium line of approximately 2 million Ace Valley-branded cannabis extract-based vape pens to Canadian consumers.
MediPharms has also signed a manufacturing agreement with Cronos Group (TSX:CRON) (NASDAQ:CRON), which will see the company produce high-quality cannabis concentrate filled vapes for Cronos Group’s COVE brand. Vape pens have been called the key to Cronos Group’s success, and its Cronos Device Labs in Israel—which is focused on developing vape products for cannabis applications—could just be the driving force to make Cronos a leader in the vape pen category.
Not to be outdone, Valens GroWorks (TSXV:VGW) (OTCQX:VGWCF) is making sure it remains the go-to cannabis extraction company as legalization 2.0 impacts the industry. Valens already lists major market players such as Canopy Growth, HEXO, and The Green Organic Dutchman among its clientele, and to make sure that it can meet the demand for cannabis extracts once edibles can be produced and sold, it has increased its annual extraction capacity to 425,000 kgs of dried cannabis and hemp biomass.
Like MediPharm and BevCanna Enterprises Inc. (BEV-BVNNF), Valens also entered a white-label contract that will see it produce a minimum of 2.5 million THC and CBD infused beverages over five years for Iconic Brewing.
While those companies prepare to capture the burgeoning cannabis consumables market in Canada, IAnthus Capital Holdings, Inc. (CSE:IAN) (OTCQX:ITHUF) hopes to take a similar approach in the US market wherever it can. According to its Q2 financial earnings report, the company can sell extracts such as vape cartridges, edibles, waxes, and tinctures in the state of Arizona. IAnthus also increased its production by 30 percent in Q2 over the previous quarter and is planning to use this added capacity to fuel rollouts in New York, New Jersey, and Massachusetts.
The Growing Market for Cannabis Consumables and Extracts
A survey conducted by Ernst & Young found that once cannabis products like gummies and face creams become available, they will attract as many as 3 million new Canadian consumers to the market.
Outside of Canada, the market for cannabis consumables is growing exponentially. According to Zion Research, the global market for cannabis beverages is going to grow in value from 1.6 billion to $4.5 billion in 2025, at a CAGR of approximately 15%. Meanwhile, Arcview projects that the edibles market could be worth over $4.1 billion in just Canada and the United States by 2022.
BevCanna Enterprises Inc. (BEV-BVNNF) has made sure it can capitalize on the markets created by “Legalization 2.0.” It will do this through its multiple agreements to test, manufacture, and supply pot beverages, both for its own brands and for clients.
It will be joined in the new markets by MediPharm Labs Corp. and its partner Cronos Group, as well as Valens GroWorks
Sunniva Announces Amendment Of Performance Warrants
Sunniva Inc. (“Sunniva” or the “Company”) (CSE:SNN) (OTCQB:SNNVF), a North American provider of cannabis products and services, announces that it is amending the terms of the 718,249 performance warrants (the “Performance Warrants”) issued in conjunction with the acquisition of LTYR Logistics, LLC (“LTYR”) on December 31, 2018. The Performance Warrants are convertible into 718,249 common shares of the Company (“Performance Shares”) upon the satisfaction of certain operational milestones (the “Milestones”).
The Performance Warrants will be amended by replacing the original Milestone of opening a distribution business at the Company’s facility in Long Beach, California with the opening of a distribution business at the Company’s facility in Coachella, California. Upon amendment of the Performance Warrants, the Milestones will be satisfied and the Company will convert the Performance Warrants into Performance Shares.
The amendment of the 239,491 Performance Warrants held by Mr. Kevin Wilkerson, President of the Company and the former CEO of LTYR, is considered to be a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration from, the amendment of the Performance Warrants held by Mr. Wilkerson, exceeds 25% of the Company’s market capitalization.
For more information please visit: www.sunniva.com.
To be added to the Sunniva email distribution list please register at www.sunniva.com/email-alerts.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
SOURCE Sunniva Inc.
Employers still face cannabis-related challenges, a year after legalization
Employers are still facing challenges related to cannabis in the workplace a year into legalization, finds a new survey by the Canadian Federation of Independent Business (CFIB). In fact, nearly six in 10 business owners rank their provincial government’s efforts to educate them as poor or very poor.
“Cannabis legalization posed some major new challenges for employers, especially in industries where the safety of employees or customers is a concern. We warned governments in the lead-up to legalization that their education efforts were severely lacking. A year in, and as new products become available, it doesn’t look like it’s gotten much better,” said CFIB president Dan Kelly. “We’re finding that provincial governments still have not done a great job of informing employers of their responsibilities, relevant rules and regulations, as well as the resources available to them.”
Only 8 per cent of surveyed businesses had experienced a cannabis-related incident in the workplace since October 17, 2018, but that number rises to 22 per cent for businesses with 100 to 499 employees, according to the preliminary data. Businesses in hospitality were most likely to report having had an incident (16 per cent).
The survey also found that:
- Only a quarter of businesses list their provincial government as a primary source of information related to cannabis in the workplace.
- 32 per cent listed CFIB as a primary source of information, while 48 per cent did not have a primary source of information.
- 59 per cent of those who had a primary source of information felt better equipped to deal with cannabis in the workplace.
- 34 per cent of businesses do not have a drug and alcohol policy in place.
“Many small businesses don’t have an HR department or legal experts on staff so they need help and resources, but too often, their needs are treated as an afterthought when governments rush to introduce major new legislation,” added Kelly. “I advise any business owners that are looking for information to visit cfib.ca/cannabis for tools and resources, including a free workplace drug and alcohol policy template.”
SOURCE Canadian Federation of Independent Business
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