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.
Core One Labs’ Subsidiary, Core Isogenics Inc., Teams up with Reiziger Pty. Ltd. to Showcase High Yielding Nutritional Cultivation Technology
Core One Labs Inc. (CSE: COOL), (OTCQX: CLABF), (Frankfurt: LD6, WKN: A14XHT) (“COOL” or the “Company”) announces that its wholly-owned subsidiary, Core Isogenics Inc., has begun a highly complex nutritional regimen to accelerate the growth of cannabis plants and increase flower yield and quality.
The Core Isogenics’ nursery and breeding rooms are now operational. Approximately 25% of the breeding rooms are now actively involved in a project with Reiziger® Holland to improve harvest yields. This is a significant milestone in the Company’s journey to seed-to-sale with increased profitability. The initial project focus will be a twelve-month study matching genetics to nutrients and creating feeding regimens specifically designed for maximum absorption and conversion of nutrients into cannabinoids. The Company has high expectations for this technology and the possible benefits for the CannaStrips™ brand.
The nursery facility is uniquely suited for this type of project with its ability to track the growing conditions in isolated rooms, as well as documenting the feeding schedule and soil condition in order to gather information to accurately assess the cultivation process. This documentation will allow the Company to consistently produce high quality products in every harvest. This consistency is vital to the Company’s cultivation model where the goal is a predictable outcome in every harvest.
CEO of Core One Labs Inc., Brad Eckenweiler, stated, “The introduction of Reiziger® and their cultivation technology into our operation is a major step in the growth of Core One Labs. The ability to have Shaun Reid and his team of master Dutch breeders and growers share their decades of experience is extremely valuable and will result in accelerating the Core Isogenics nursery years ahead of what would have been a long learning curve. Most certainly our indoor growing ability will be the primary beneficiary with higher yields and stronger cannabinoid profiles.” The Company will continue to update the market on the development of this exciting project.
SOURCE Core One Labs Inc.
IMCC Appoints Yaron Berger as CEO of IMC Holdings
IM Cannabis Corp. (the “Company” or “IMCC”) (CSE: IMCC), one of the world’s pioneering medical cannabis companies with operations across Europe, is pleased to announce the appointment of Yaron Berger as Chief Executive Officer of I.M.C. Holdings Ltd. (“IMC“), the Company’s wholly-owned operating subsidiary in Israel. Oren Shuster will remain the Chief Executive Officer of IM Cannabis Corp.
Mr. Berger brings more than 10 years of experience in various senior roles both in public and private sectors, leading large-scale operations. Most recently, Mr. Berger was the Chief Executive Officer of Telepharma Ltd. (“Telepharma,” doing business as epharma), a leading wholesaler, direct marketer of prescription drugs and chain of pharmacies in Israel. At Telepharma, among other accomplishments, Mr. Berger re-branded its digital platform and transformed the customer experience. As an early entrant into the medical cannabis sector, Mr. Berger also established Greenpharma under Telepharma, a full-service distributor, patient counselling service provider and online resource for medical cannabis patients in Israel. Prior to his experience in the pharmaceutical sector, Mr. Berger served as the Chief Operating Officer of the National Police Academy and spent over 20 years in the Israeli Air Force, most recently as a Lieutenant Colonel.
Oren Shuster, Chief Executive Officer of IMCC said “Yaron is uniquely qualified to lead our Israeli operations under the new medical cannabis regulatory regime, which requires a high level of engagement and education for the country’s pharmacists on the benefits of medical cannabis. Yaron was an early mover in identifying the opportunity in medical cannabis and we are very excited to benefit from his expertise in the pharmacy channel to maintain IMC’s status as a leading medical cannabis brand in Israel.”
“I am thrilled to be joining the IMC team, who I have known as a leader in the medical cannabis market in Israel over the past ten years,” said Mr. Berger. “The IMC brand is synonymous with quality and innovation. The new medical cannabis reform in Israel presents a significant opportunity for the Company and the IMC brand to further elevate its market position as the preferred medical cannabis brand for physicians, pharmacists and patients.”
SOURCE IM Cannabis Corp.
LCBO’s bottom line proves privatized alcohol sales a bad idea: OPSEU’s Thomas
The LCBO’s latest profits show the Crown corporation’s value to the people of Ontario, OPSEU President Warren (Smokey) Thomas said Friday.
In its 2018/2019 annual report released Thursday, the LCBO is reporting earnings of $2.37 billion on total revenue of $6.39 billion.
Thomas said those profits go to the provincial government and pay for vital public services like health, education and highways.
“This is why the Ford government should rethink allowing corner stores and grocery stores to sell more alcohol,” said Thomas. “Is saving folks a 10 minute drive in some cases worth jeopardizing their health care?”
OPSEU represents LCBO workers and Thomas says these frontline professionals deserve the credit for the corporation’s continued success.
“The reason the LCBO is the gold standard in selling alcohol responsibly is because of OPSEU members who make sure alcohol isn’t sold to minors or intoxicated people,” said Thomas.
“They also provide customer service that is second to none and they’re the ones who have made the LCBO a success story.”
As he read the LCBO report, OPSEU First Vice-President/Treasurer Eduardo (Eddy) Almeida reflected on the Ford government’s decision to take the sale of legalized cannabis away from the Crown Corporation.
“Think of what the LCBO’s profits would have been if Premier Ford hadn’t scrapped the plan of the former Liberal government?” said Almeida. “I’ve put together a lot of budgets and I know how tough an exercise it is.”
“It still makes me shake my head that a government that claimed it had catastrophic financial problems would turn down massive amounts of revenue and go on the misguided course that the Conservatives took. Really? Wow.”
Almeida says municipalities who voted to opt out of Doug Ford’s foolish cannabis privatization plan should stand firm and demand a responsible plan.
“The LCBO continues to prove it’s the best option to keep controlled substances out of the hands of minors,” said Almeida. “Municipalities and Ontarians in general should continue to demand a responsible plan and just say no to Doug’s. After all, a little competition wouldn’t be a bad thing would it?”
SOURCE Ontario Public Service Employees Union (OPSEU)
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