Sugarbud Craft Growers Corp. (TSXV: SUGR, SUGR.WT) (“Sugarbud“) is pleased to announce a non-brokered private placement (the “Private Placement“) for gross proceeds of $925,000 and the execution of an agreement in respect of non-dilutive equipment financing arrangements (the “Capital Equipment Financing“). Sugarbud is also pleased to announce a rights offering (the “Rights Offering“) to holders of common shares (“Common Shares“) of Sugarbud as of November 25, 2019 (the “Record Date“) for proceeds of up to approximately $5.2 million.
“Despite very challenging market conditions, we continue to make good progress with our overall capital financing efforts to fuel our expansion and strengthen our balance sheet, stated Sugarbud CEO, John Kondrosky. We remain mindful of overall shareholder value and continue to approach our capital funding requirements in a measured and balanced manner. Combined with a strong insider lead Private Placement, significant non-dilutive Capital Equipment Financing and the planned Rights Offering, Sugarbud is well positioned to drive meaningful progress and sustainable growth heading into 2020″, added Mr. Kondrosky.
Pursuant to the Private Placement, Sugarbud will issue 18,500,000 units (“Units”) of Sugarbud at a price of $0.05 per Unit, for total proceeds of $925,000. Each Unit will be comprised of one Common Share and one Common Share purchase warrant (each, a “Warrant“). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.10 for a period of two years from the date of issuance, subject to early expiry in the event that the 5-day volume weighted average trading price of the Common Shares (“VWAP“) equals or exceeds $0.125.
The Common Shares and Warrants will be subject to a four month hold period under applicable securities laws in Canada. The Private Placement is fully subscribed and committed and is expected to close on or before November 18, 2019, subject to customary closing conditions, including the approval of the TSX Venture Exchange (the “TSXV“).
Due to the participation of directors, officers and other insiders of Sugarbud, who are related parties of Sugarbud pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the Private Placement will constitute a “related party transaction” within the meaning of MI 61-101. In its consideration and approval of the Private Placement, the board of directors of Sugarbud determined that the Private Placement was exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the Private Placement to related parties did not exceed 25% of the market capitalization of Sugarbud, in accordance with Sections 5.5 and 5.7 of MI 61-101.
Pursuant to the Capital Equipment Financing, Sugarbud has the opportunity to utilize equipment financing to advance the final build out and full scale-up of two existing cultivation rooms and one new room. Under the terms of the agreement, Grand HVAC will provide Sugarbud with $0.4 million in immediate vendor lease back funds for capital equipment already deployed at the Company’s cultivation facility in Stavely, Alberta (the “Stavely Facility“). The agreement has a six-year term and includes the option to buyout the equipment. The Capital Equipment Financing allows the Company to better utilize the collateral value associated with its Stavely Facility.
The Company is pursuing similar financing terms for the acquisition of additional HVAC, lighting and racking equipment associated with the final scale-up of the two licensed cultivation rooms Phase 1a and the first new cultivation room within Phase 1b. Such lease financing would allow the Company to fund approximately 75% ($2.2 million) of the $3.0 million estimated costs associated with the buildout.
Upon completion of this near-term capital expansion plan, Sugarbud estimates that it will have a dried cannabis production design capacity of approximately 4,150,550 – 5,836,800 grams annually. Sugarbud expects the final scale up of Phase 1a to be complete prior to starting their second harvest cycle in early Q1 2020 and the additional cultivation room in Phase 1b to be complete and fully licensed by Q3 of 2020.
Please click here to access and view an updated version of the Company’s corporate presentation.
Pursuant to the Rights Offering, each holder (“Eligible Holder“) of Common Shares as of the Record Date that is a resident in any province of territory of Canada (other than Québec) (the “Eligible Jurisdictions“) will receive one transferable right (each, a “Right“) for every Common Share held. Every four Rights will entitle the holder to purchase one Unit at a price of $0.0550 until 4:00 p.m. (Calgary time) on the expiry date of December 20, 2019 (the “Expiry Date“), after which all outstanding Rights will terminate. Each Unit will be comprised of one Common Share and one Warrant. The Warrants issued pursuant to the Rights Offering will be on the same terms as those issued pursuant to the Private Placement, including early expiry upon the VWAP equaling or exceeding $0.125. Subscribers of Units under the Private Placement will have a right to participate in the Rights Offering with respect to any Common Shares acquired pursuant to the Private Placement.
There will be no additional subscription privilege and no standby commitment in respect of the Rights Offering. The completion of the Rights Offering will not be subject to Sugarbud receiving any minimum amount of subscriptions from Eligible Holders.
The Rights Offering will be made in the Eligible Jurisdictions and in such other jurisdictions where Sugarbud is eligible to make such offering. Details of the Rights Offering will be described in the rights offering circular (the “Rights Offering Circular“), which will be filed on Sugarbud’s profile on the SEDAR website on the Record Date.
Subject to the receipt of final approval from the TSXV, the Common Shares are expected to commence trading on the TSXV on an ex-Rights basis at the opening of business on November 22, 2019. This means that Common Shares purchased on or following November 22, 2019 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a “when issued” basis on the TSXV under the symbol “SUGR.RT”. Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.
All shareholders of Sugarbud as of the Record Date will be offered Rights. Accordingly, up to 94,349,114 Common Shares and up to 94,349,114 Warrants will be subscribed for under the Rights Offering. Only Eligible Holders will be issued and forwarded certificates representing the number of Rights they are entitled to (“Rights Certificates“).
Registered shareholders wishing to exercise their Rights must forward the completed Rights Certificates along with the applicable funds to the depositary for the Rights Offering, Computershare Trust Company of Canada, by 4:00 p.m. on the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The Rights Offering notice will be delivered to all shareholders of Sugarbud as of the Record Date. Rights Certificates will not be issued and forwarded to holders of Common Shares not resident in the Eligible Jurisdictions.
Completion of the Rights Offering is subject to receiving all necessary regulatory approvals, including, but not limited to, final approval from the TSXV.
Sugarbud will raise gross proceeds of up to approximately $5.2 million pursuant to the sale of Common Shares and Warrants under the Rights Offering, assuming 100% participation. Sugarbud will use the proceeds of the Private Placement, Capital Equipment Financing and Rights Offering to further develop its high capacity state-of-the-art vertical cannabis cultivation facility in Stavely, Alberta and for general working capital purposes.
SOURCE SugarBud Craft Growers Corp.
City View Green Holdings Inc. Provides Update on Its 1st Quarter Filings
Toronto, Ontario–(Newsfile Corp. – July 3, 2020) – City View Green Holdings Inc. (CSE: CVGR) (OTCQB: CVGRF) (“City View” or the “Company“), trading through the facilities of the Canadian Securities Exchange (“CSE“) under the symbol “CVGR” and on the OTCQB® under the symbol “CVGRF” – Following its press releases of April 28, 2020, and May 28, 2020, the Company is providing a further update on the status of filing of its first-quarter consolidated interim financial statements, accompanying management’s discussion and analysis, and related CEO and CFO certificates for the three month period ended March 31, 2020 (collectively, the “First-Quarter Filings“).
On March 18, 2020, the Canadian Securities Administrators announced that they would provide issuers with a 45-day filing extension for filings required on or before June 1, 2020, as a result of COVID-19 pandemic. As such, the Ontario Securities Commission has enacted Ontario Instrument 51-502 – Temporary Exemption from Certain Corporate Finance Requirements dated March 23, 2020 (“OI 51-502“). In its April 28 and May 28, 2020 press releases, the Company announced its reliance on the exemption with respect to extending the deadline of filing its First Quarter Filings, which are required to be filed by June 1, 2020 under sections 4.3 and 4.4 of National Instrument 51-102 – Continuous Disclosure Obligations. The Company is continuing to work diligently and currently expects to have the First-Quarter Filings filed on or prior to the extended filing deadline of July 16, 2020.
As required by OI 51-502, and similar Instruments and Orders enacted in British Columbia and Alberta, the Company discloses the following:
Until such time as the Company has filed the First-Quarter Filings, members of management and other insiders are subject to a trading black-out policy that reflects the principles in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
The Company confirms that there have been no material business developments, other than those announced through news releases, since June 15, 2020, when the Company filed its audited financial statements for the fiscal year ended December 31, 2019.
About City View
City View Green is a leading cannabis-infused food company focused on the development of food brands, extraction and distribution. Upon the anticipated receipt of its Cannabis Act processing and sales licences (“Cannabis Licences“), City View will incorporate cannabis-infused food production and extraction at its Brantford, Ontario facility. Once operational, it is our expectation that City View will produce high quality cannabis-infused food, oils, distillates, and water-soluble products for the food and beverage markets. In addition, City View owns a 19.9% stake in Budd Hutt Inc. (“Budd Hutt“), a retail-focused cannabis company with access to cannabis cultivation and production licences in Alberta and other retail opportunities across Canada. Through its relationship with Budd Hutt, the Company anticipates securing shelf space, product placement, and distribution opportunities for City View’s products. For more information visit www.cityviewgreen.ca.
For further information contact:
City View Green Holdings Inc.
Rob Fia, CEO & President
Neither the Canadian Securities Exchange nor its regulations services accept responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements which are not composed of historical facts. 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. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Important factors that could cause actual results to differ materially from the Company’s expectations include, among others, availability and costs of financing needed in the future, changes in equity markets, delays in the development of projects, and ability to predict or counteract potential impact of COVID-19 coronavirus on factors relevant to the Company’s business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59129
Red Light Holland Names Medical and Scientific Division
Toronto, Ontario–(Newsfile Corp. – July 3, 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 a premium brand of magic truffles to the legal, recreational market within the Netherlands, is pleased to announce the naming and establishment of its medical and scientific division, “Scarlette Lillie Science and Innovation.” The establishment of Scarlette Lillie Science and Innovation marks an early move by Red Light Holland, to position itself to expand its business into the medical psychedelics market in the future, at such time as market and regulatory conditions present a viable business opportunity.
“While we are focusing on the recreational truffles market in the Netherlands, we are also keen on the medical market, in which we see tremendous future opportunities for Red Light Holland to help make a larger, positive change in the world,” said Todd Shapiro, the Company’s Chief Executive Officer and Director. “Scarlette Lillie Science and Innovation is named after Scarlette, my nine-month old daughter, and Lillie, the daughter of the Company’s President, Hans Derix. And so this is indeed a very proud day for both the Company, and for Hans and myself. As fathers, we want to see a better future for both of them, and for your family’s as well. We firmly believe we need more research and development into psilocybin and its potential benefits. We absolutely look forward to being an official part of that process,” added Mr. Shapiro.
Scarlette Lillie Science and Innovation is expected to be funded by a portion of Red Light Holland’s available funds from time to time, and once operational, is expected to allow Red Light Holland to initiate and expedite various science, innovation and research activities focused on, among other things, exploring the potential medical and health benefits of psilocybin and whole fungi-medicine.
Dr. Joseph Geraci, Advisor of Red Light Holland and Chief Executive Officer of Netramark Corp., added: “I’m pleased to help advise and work closely with Scarlette Lillie Science and Innovation. This division aligns tremendously well with the over two decades of efforts that I’ve personally and professionally made within neuroscience, psychiatry and important research and data collection. I believe that working with psilocybin can have an impact in helping with mood disorders and beyond. I look forward to being a part of this synergistic mission to prove these theories out, and I’m also excited to introduce my contacts from the science and medical fields to our team of visionaries.”
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 nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) 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/or enter into the medical psychedelics market as proposed, (ii) the Company will receive one or multiple licenses, permits, and authorizations from time to time necessary to execute on its business plan and/or enter into the medical psychedelics market, (iii) the Company’s financial condition and development plans do not change as a result of unforeseen events, (iv) there will continue to be a demand, and market opportunity, for the Company’s product offerings, (v) the Company will be able to establish, preserve and develop its brand, and (iv) the Company will be successful in attracting and retaining required personnel), 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 press 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/59094
Tree of Knowledge International Corp. Provides Bi-Weekly Default Status Report
Toronto, Ontario–(Newsfile Corp. – July 2, 2020) – Tree of Knowledge International Corp. (CSE: TOKI) (the “Company” or “TOKI“) is providing a bi-weekly default status report (the “Default Status Report“) in accordance with National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) and further to the Company’s press release dated June 19, 2020.
On June 1, 2020, the Company announced (the “Default Announcement“) that, for the reasons disclosed in the Default Announcement, the filing of its audited annual financial statements, accompanying management discussion and analysis and related CEO and CFO certifications for the year ended December 31, 2019 (the “Annual Filings“) would not be completed by the prescribed filing deadline.
As a result of these delays and as further disclosed in the Company’s press releases, the Company proactively applied to its principal regulator, the Ontario Securities Commission (“OSC“), for a management cease trade order (“MCTO“), and the OSC granted the MCTO to the Company. The MCTO restricts all trading in securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until such time as the Annual Filings have been filed by the Company. The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities.
The Company’s board of directors and its management confirms that they are working expeditiously to meet the Company’s filing obligations and expect to file the Annual Filings on or about July 15, 2020.
As required by the alternative information guidelines specified by NP 12-203, the Company reports that since the Default Announcement and any subsequent press release disclosure there have not been any changes to the information set out in the Default Announcement that would reasonably be expected to be material to an investor nor any failure by the Company to fulfill its intentions as stated therein with respect to satisfying the provisions of the alternative information guidelines, and there are no additional defaults or anticipated defaults subsequent to the disclosure therein, other than the delay in filing the Annual Filings. Further, there is no additional material information concerning the affairs of the Company that has not been generally disclosed and there are no insolvency proceedings against the Company as of the date of this Default Status Report.
Until the Annual Filings have been filed, the Company intends to continue to satisfy the provisions of the alternative information guidelines set out in NP 12-203 by issuing bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. To the extent applicable, the Company is scheduled to file its next default status report in two weeks from the date hereof.
For further information please visit: www.tokicorp.com
Or contact: Tree of Knowledge International Corp.
Ashley Villarruel, (647) 607-9044), firstname.lastname@example.org
About Tree of Knowledge
TOKI is a public company that delivers pathways to innovative, science-based health and wellness solutions. The Company is a leader in pain management, spanning from seed to patient. Built upon an extensive network of scientific and medical research, TOK is an advanced leader in the development, processing, and distribution of focused products and treatments for pain relief. Tree of Knowledge spans the globe with its multidisciplinary pain clinics, research partners, consumer CBD products, and education and advocacy programs – all working in harmony to bring health and wellness to the world, while creating value for shareholders and partners.
Forward Looking Statements
Except for statements of historical fact relating to the Company, certain information contained herein relating to the timing of the filing of financial statements constitutes forward-looking statements. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPT 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/59090
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