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Valens expands Exclusive Licence Agreement to Bring Leading Cannabis-Infusion Technology to New International Markets

Vlad Poptamas

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Valens GroWorks Corp. (TSXV: VGW) (OTCQX: VGWCF) (the “Company” or “Valens“), a cannabinoid-based product company with industry leading extraction, next generation cannabinoid delivery formats and an ISO 17025 accredited analytical lab, is pleased to announce that it has entered an amended manufacturing and sales licence agreement with SōRSE Technology Corporation (“SōRSE“) which grants Valens an exclusive licence for CanadaEuropeAustralia and Mexico to use the proprietary SōRSE emulsion technology (“the Technology“) to produce, market, package, sell and distribute cannabis-infused products (the “Agreement“).

“This Agreement shows Valens’ commitment to invest and broaden its IP portfolio and enable its customers to bring differentiated, next generation products to market,” said Jeff Fallows, President of Valens. “As we move into “Cannabis 2.0” in Canada, we believe the products that offer consistent, high quality and predictable user experiences, like those we are able to create with SōRSE, will capture the lion’s share of attention and be the hallmark for brand development in a strict regulatory environment. With this expanded agreement in place, we have extended this opportunity for our existing customers to key international markets and at the same time established a platform for international consumer brands to add high quality, cannabis infused products to their portfolios.”

The SōRSE Emulsion Technology

The SōRSE emulsion technology transforms cannabis oil into water-soluble forms for use in beverages, edibles, topicals and other consumer products without the burden of cannabis taste, colour or smell. The Technology allows these cannabis infused products to maintain potency when heated, chilled or frozen and provides a number of other key advantages as well, including: (1) a faster observed onset time compared to other infused beverages and edibles, (2) a significant reduction of offset time, (3) an ability to use lower doses of cannabinoids due to the enhanced bioavailability provided by the Technology, and (4) increased consistency and stability with some product formulations achieving more than one-year shelf stability with no evidence of separation.

“We are proud to expand our partnership with Valens and leverage their near-term access to various global markets,” says Howard Lee, CEO of SōRSE. “Over the last year, our team of more than 40 plus professionals has continued to actively focus on creating and developing innovative, desirable products and formats of consumption for cannabis consumers. As emulsion technology becomes more popular through new delivery methods such as ingestion, transdermal, topical and more, it is imperative that quality and safety in consumption leads all innovation in this sector. This is a shared value and mandate that our teams at SōRSE and Valens both prioritize. We look forward to continuing this working relationship with Valens and introducing our award-winning emulsion technology to the global markets.”

Geographic Expansion

The Agreement grants Valens an exclusive licence to use the Technology in CanadaEuropeAustralia and Mexico (except in respect of medical applications requiring clinical trials) during the initial 5-year term, subject to certain performance milestones. This increases the addressable market from 37 million in the current Canada only agreement to 700 million people in the new Agreement, an increase of almost 20x. Furthermore, the Agreement provides a framework for Valens to obtain rights to establish non-exclusive agreements to sell cannabis-infused products using the Technology in the U.S. market and other markets, globally.

Bolstering “Cannabis 2.0” Platform

With the expanded exclusivity, Valens and its white label clients are positioned to not only succeed in the Canadian market, but also in the rapidly emerging legal cannabis and hemp-derived CBD markets in EuropeAustraliaMexico and beyond. The Agreement adds to the Company’s leading white label product offerings across numerous “Cannabis 2.0” categories such as beverages, edibles, transdermal products and more, enabling Valens to better serve its current and future partners.

“We have seen incredible interest from our current and potential clients regarding the SōRSE emulsion technology and we are thrilled to finalize the expanded licence agreement with SōRSE,” said Tyler Robson, CEO of Valens. “We expect the expanded exclusive territory will provide our clients with improved visibility and greater opportunity as they look to build global businesses around cannabis-infused products over the long term.

This is an exciting time in the evolution of ingestible cannabis products such as beverages and edibles. Historically, ingestible products have been lacking the necessary technology to provide a consistent, predictable experience, ultimately giving little reason to consume in this manner. At Valens, we expect that properly formulated, extract-based cannabis products, and infused beverages in particular, could disrupt many established beverage categories such as soft drinks, sports drinks, value-added water and alcohol, the latter of which has a monthly spend per capita that is roughly 16 times higher compared to legal cannabis spend in Canada. We believe the ability to plan an occasion and predict the outcome of use will be a game changer in the market and be the catalyst to bring about the full market potential of cannabis infused beverages and edibles, globally.”

Future White Label Services

The Agreement furthers the existing relationship between Valens and SōRSE and enables Valens to produce and sell SōRSE’s portfolio of branded products in Canada and the other exclusive markets at the option of the Company. These branded products include Happy Apple, a cannabis-infused sparkling cider and Major, a cannabis-infused fruit drink, both recognized as top selling cannabis beverages in the State of Washington, Pearl20, a cannabis-infused food and beverage mixer, and the Utopia line of cannabis-infused sparkling water, among others.

Agreement Summary

The consideration at closing for the exclusivity in the expanded geography was US$10 million, comprised of US$6 million in cash and US$4 million to be issued in common shares of the Company (the “Common Shares“). The Agreement carries an initial 5-year exclusive term with a 2-year renewal of the exclusivity, subject to certain performance milestones related to operational and financial achievements (the “Milestones“). As part of the Agreement, Valens will transfer to SōRSE royalty payments calculated as a percentage of sales (the “Royalty Payments“) and the Royalty Payments will be subject to an annual minimum of $2 million over the 5-year term. The Agreement also provides for a continuation of the Agreement on a non-exclusive basis after the 2-year renewal, subject to annual minimum royalty payments.

All Common Shares pursuant to the Agreement were issued at an indicative price of CDN$3.0471, being the volume-weighted average price of the Common Shares on the TSX Venture Exchange (“TSXV“) for the ten (10) trading days ending December 9, 2019. The Agreement remains subject to approval from the TSXV. All Common Shares issued in connection with the Agreement will be subject to a restricted period of four months and one day. There are no finders’ fees payable by the Company in connection with the Agreement.

 

SOURCE Valens GroWorks Corp.

Cannabis

Nutritional High Announces Settlement of Payables and Update on Psychedelic Sciences Corp Acquisition.

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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:

Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@nutritionalhigh.com

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

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BioHarvest Sciences Inc.’s CEO to Host Zoom Video Conference Today, August 4, 2020 at 3:00 p.m. EST

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Vancouver, British Columbia–(Newsfile Corp. – August 4, 2020) – BioHarvest Sciences Inc. (CSE: BHSC) (the “Company”, “BioHarvest”)  would like to invite its shareholders and the general public to join Ilan Sobel, newly appointed CEO for a Zoom Video Conference TODAY August 4th, 2020 at 3:00PM Eastern Standard Time. The CEO will be unveiling publicly the Company’s Growth Strategy and will be available to answer questions with the attendance of Dr. Zaki Rakib, President and Chairman of the Board and, Dr. Yochi Hagay, CTO. Please click the following link to JOIN the conference: BHSC: Zoom Video Conference.

Ilan Sobel, CEO: “The merger of Canna-V-Cell and BioHarvest Ltd. earlier this year has created great opportunities for the Company to leverage its proprietary BioFarming Technology towards the Nutraceutical and Cannabis Verticals. I am looking forward to sharing BioHarvest’s Growth Strategy today with our shareholders and build their confidence in our ability to EXECUTE on this Strategy. I am committed to improve our communication with our shareholders and to the public in general and look forward to a quality dialogue. Please Join us!”

Cannot view this video? Visit:
https://www.youtube.com/watch?v=c7pxqAoTf5g

About BioHarvest Sciences Inc.

Based in Vancouver BC, BioHarvest Sciences Inc. is the developer and exclusive owner of the proprietary and patent protected Biofarming technology. It is the first and only industrial large-scale plant cell growth technology capable of directly and constantly producing the active plant ingredients without the necessity to grow the plant itself. The technology has been already validated by Vinia™, the red grapes cells functional food/dietary supplement produced and sold by BioHarvest. By adapting this technology to the Cannabis plant, and building adequate cells production capacity, BioHarvest Sciences Inc.’s objective is to become the leading supplier of Cannabis for both the medicinal and recreational legal use. See the following hyperlink for a visual description of our Biofarming technology: BHSC’s Biofarming Technology.

BioHarvest Sciences Inc.

Dr. Zaki Rakib
President and Chairman of the Board

For further information, please contact:

Dave Ryan, VP Investor Relations & Director
Phone: 1 (604) 622-1186
Email: dave@bioharvest.com

Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

Neither 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/61016

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Osoyoos Closes Non-Brokered Private Placement

Newsfile

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Toronto, Ontario–(Newsfile Corp. – August 4, 2020) – Osoyoos Cannabis Inc. (CSE: OSO) (“Osoyoos” or the “Company”) is pleased to announce that the Company has closed its previously announced non-brokered private placement (the “Private Placement“) of up to 20,000,000 units of the Company (the “Units“), at a price of $0.05 per Unit, for gross proceeds of up to $1,000,000.

Each Unit will consist of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant of the Company (a “Warrant“). Each full Warrant will entitle the holder to acquire one additional Common Share for a period of twenty-four months from the date of issuance (the “Expiry Date“) at a price of $0.15 per Common Share. Furthermore, the Company will have the right to accelerate the Expiry Date to be thirty days following written notice to the holders, if during the term of the Warrants the Common Shares close at or above $0.20 per Common Share on each trading day for a period of ten consecutive trading days on the Canadian Securities Exchange. Proceeds from the Private Placement are expected to be used for general working capital needs.

On July 31, 2020, the Company closed a third tranche of the Private Placement and issued 10,208,340 Units of Company, at a price of $0.05 per Unit, for gross proceeds of $510,417. As of the date hereof, the Company has issued an aggregate of 20,208,340 Units pursuant to the Private Placement for total gross proceeds of $1,010,417.

All Common Shares and Warrants sold under the Private Placement will be subject to a statutory four month and one day hold period. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, and there shall be no sale or exchange of the Company’s securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under applicable securities laws.

About Osoyoos Cannabis Inc.

Osoyoos Cannabis Inc. has a joint-venture agreement with a private, vertically-integrated licensed producer under the Cannabis Act (Canada) to offer contract tolling extraction services to third-party businesses. Additionally, the Company recently acquired 1196691 B.C. Ltd. d/b/a “PCAI Pharma” (www.pcai.ca) and its wholly-owned subsidiary AI Pharmaceuticals Jamaica Limited, a private corporation incorporated and operating under the laws of Jamaica. The business of AI Pharma involves science, research, treatment, data mining and AI, focused on the development of combinatorial pharmaceuticals, nutraceuticals and cosmeceuticals utilizing compounds from cannabis (cannabinoids), psychedelic mushrooms (psilocybin), fungi and other psychedelic formulations and their related medicinal global intellectual property protection.

For further information, please contact:
Graham Simmonds

Chief Executive Officer
(416) 843-2881
jgrahamsimmonds@gmail.com

DISCLAIMER & READER ADVISORY

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “may”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include regulatory and other third-party approvals; licensing and other risks. The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61013

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