Cannabis
Zenabis Announces Fourth Quarter and Year End 2019 Financial Results
Cannabis
Pharmadrug Inc. Enters Definitive Agreement to Acquire Super Smart Paving Its Entry into the Psychedelic Market
Toronto, Ontario–(Newsfile Corp. – May 25, 2020) – Pharmadrug Inc. (CSE: BUZZ) (OTC: LMLLF) (“Pharmadrug” or the “Company”) is pleased to announce that it has entered into a definitive agreement (the “Acquisition Agreement”) pursuant to which Pharmadrug will acquire all of the issued and outstanding shares of privately-held Interrobang Ltd. (doing business as Super Smart). (“Super Smart”), to be effected by way of a three-cornered amalgamation between Pharmadrug, Super Smart and a wholly-owned subsidiary of Pharmadrug (the “Proposed Transaction”). Following completion of the Proposed Transaction Super Smart will become a wholly-owned subsidiary of Pharmadrug. It is anticipated that the Proposed Transaction will be completed in early June, 2020.
Super Smart
As noted in the Company’s press release dated May 20, 2020, Super Smart is an early-stage retail company focused on consolidating the fragmented Dutch smartshop market. Smartshops are retail establishments in The Netherlands that specialize in the sale of psychoactive substances including psychedelic truffles, which are an underground grown version of magic mushrooms that have psilocybin and are legal in The Netherlands. Super Smart will seek to acquire smartshops and deploy disciplined business expertise, retail best practices and consistent branding across multiple locations to capture in market share and improve margins in this rapidly growing segment. Super Smart’s management team is well suited to pursue the smartshop consolidation strategy and brings a proven track record in retail, marketing, brand building, web sales and customer education.
The Company views the Proposed Transaction as a complementary acquisition of a proposed business which the Company anticipates will be synergistic with Pharmadrug’s existing European cannabis distributions business. The Company currently operates as a Medical Cannabis distributor in Europe and views psychedelics as part of the emerging natural based medicine trend. The Company is fully committed to its business in Germany and considers it to be the hub of its business activities in Europe. As mentioned in the press release dated April 24, 2020, the Company’s German operations are seeing volume growth and the Company expects volumes to continue to grow with plans to introduce medical cannabis under its own brand in the next 3 to 6 months. The acquisition of smartshops in The Netherlands is seen as a move towards vertical integration of its existing cannabis business insofar as smartshops act as retail outlets for cannabis products such as CBD products and cannabis paraphernalia. Furthermore, the Company believes the acquisition provides an opportunity to expand its existing operations into the psychedelics space as permitted by law. Management believes the Proposed Transaction is also a platform to potentially acquire synergistic assets.
At the time of the Proposed Transaction, the Company expects Super Smart’s assets will consist of a brand and strategy to acquire smartshops in The Netherlands and approximately CAD $2.6 million of cash with liabilities of CAD $2.5 million in outstanding convertible debentures that will be amalgamated into Pharmadrug’s capital structure as per terms discussed below.
Terms of Acquisition Agreement
Pursuant to the terms of the Acquisition Agreement, each issued and outstanding share of Super Smart (a “Super Smart Share”) will be exchanged for one common share in the capital of the Company (a “Pharmadrug Share”). It is expected that at the time of the closing of the Proposed Transaction, Super Smart will have 44,000,000 Super Smart Shares issued and outstanding together with $2,500,000 principal amount of senior secured convertible debentures (the “Super Smart Debentures”), 33,000,000 common share purchase warrants (“Placement Warrants”) and 3,478,400 finder options (the “Finder Options”).
The Super Smart Debentures shall bear interest at a rate of 12% per annum from the date of issue and payable monthly in cash and shall rank pari passu with one another and senior to all other indebtedness. The Super Smart Debentures shall mature on the date (the “Maturity Date”) which is three (3) years from their issuance (which is anticipated to be on or about closing of the Proposed Transaction). Super Smart will have a right to prepay or redeem a part or the entire principal amount of the Super Smart Debentures at par plus accrued and unpaid interest at any time by providing written notice of the date (the “Redemption Date”) for such redemption to the holder at least a minimum of 30 days and a maximum 60 days’ prior to the Redemption Date. Each Super Smart Debenture will be convertible into units (each, a “Unit”) at the option of the holder at any time prior to the close of the third business day prior to the earlier of: (i) the Maturity Date and (ii) the Redemption Date at a price of $0.05 per Unit with each Unit consisting of one Super Smart Share and one-half of one Super Smart Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Super Smart Share at an exercise price of $0.05 for a period of 36 months from the date of issuance of the Super Smart Debentures. In the event that the Super Smart Shares have a closing price on such exchange on which the Super Smart Shares may be traded at such time of greater than $0.15 per share for a period of 10 consecutive trading days, Super Smart will be able to cause the Super Smart Debentures to be converted into Units. Each Super Smart Debenture will, following completion of the Proposed Transaction, entitle the holder thereof to acquire equivalent securities of Pharmadrug in place of the securities of Super Smart on conversion of such debenture.
In addition to the outstanding Super Smart Shares and Super Smart Debentures, Super Smart will also have outstanding prior to closing (i) 3,478,400 Finder Options which will entitle the holder thereof to acquire one Unit at a price of $0.05 and (ii) 33,000,000 Placement Warrants issued in connection with a private placement of units of Super Smart with each such Placement Warrant entitling the holder to acquire one Super Smart Share at a price of $0.05 at any time on or before the third anniversary of the closing of the Proposed Transaction. Each Finder Option and Placement Warrant will, following completion of the Proposed Transaction, entitle the holder thereof to acquire equivalent securities of Pharmadrug in place of the securities of Super Smart.
Following completion of the Proposed Transaction the security holders of Super Smart and the Company immediately preceding the Proposed Transaction will hold approximately 47% and 53%, respectively, of the fully diluted share capital of the Company.
It is expected that all Pharmadrug Shares (including Pharmadrug Shares issued upon conversion of Super Smart Debentures and the exercise of Super Smart Warrants and the Finder Options) issued pursuant to the Proposed Transaction, except those issued to U.S. persons, will be freely tradable under applicable Canadian securities legislation.
The Acquisition Agreement contains representations, warranties, covenants and conditions typical for a transaction of this nature. The Proposed Transaction is subject to, among other things, receipt of all applicable shareholder and regulatory approvals, the final approval of the Canadian Securities Exchange and the satisfaction of customary closing conditions, including the conditions described below.
A copy of the Acquisition Agreement will be filed by Pharmadrug with the Canadian securities regulators and will be available for viewing on the Company’s profile on SEDAR at www.sedar.com. A description of the Acquisition Agreement will also be set forth in P material change report to be filed on SEDAR.
Conditions to the Proposed Transaction
Completion of the Proposed Transaction is subject to certain conditions precedent including, among other things:
- the receipt of all required approvals by the respective boards of directors of Pharmadrug and Super Smart;
- the receipt of approval of the Proposed Transaction by shareholders of Super Smart;
- the receipt of all required consents, approvals and authorizations of any regulatory authorities, including, without limitation, the Canadian Securities Exchange;
- each of the parties shall have complied with each of its obligations, covenants and agreements in the Acquisition Agreement;
- there shall be no material adverse effect with respect to either of Pharmadrug or Super Smart;
- the receipt of all required consents and approvals of third parties.
Management and Board of Directors
The Company does not anticipate reconstituting its Board of Directors in connection with the Proposed Transaction. Daniel Cohen will remain as Chairman and CEO and Keith Li will continue in his role at CFO. Together, they will continue to oversee general corporate activity, the running of Pharmadrug GmbH in Germany as well as the integration of Super Smart into the combined corporate strategy. Howard Brass has resigned as COO of Pharmadrug effective immediately to pursue other ventures. We thank him for his past contribution to Pharmadrug and wish him well with all his future endeavours.
It is expected that current members of the Super Smart management team will join the Company and occupy roles as senior business unit managers. Most notably, Harry Resin who is the current CEO of Super Smart will join and continue to run the Super Smart division within Pharmadrug. We believe Mr. Resin is uniquely positioned to run the Super Smart strategy. As a founding member of an original Amsterdam seed company, Mr. Resin dealt extensively with and provided consulting work to Amsterdam’s smartshop industry. He has a deep established network and a fundamental understanding of the smartshop business model. Mr. Resin has also served as a staff writer for High Times and also wrote for numerous cannabis publications including Cannabis Now, Skunk and a Medical Cannabis Journal.
Further Information
Although the parties have entered into a definitive Acquisition Agreement in connection with the Proposed Transaction, completion of the Proposed Transaction remains subject to a number of conditions as set forth herein. If such conditions are not satisfied it is possible that the Proposed Transaction will not be completed on the terms set forth herein or at all.
About PharmaDrug Inc.
PharmaDrug Inc. is building an internationally focused cannabis business focused on Europe. The Company owns 80% of Pharmadrug GmbH, a German medical cannabis distributor, with a Schedule I European Union narcotics license allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the EU.
For further information, please contact:
Daniel Cohen, CEO
dcohen@pharmadrug.co
(647) 202-1824
Caution Regarding Forward-Looking Information:
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED NOR DOES IT 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 of the Company. Forward looking statements in this press release relate to the potential to complete the Proposed Transaction and the timing thereof, the integration of the Smart Shop business and the completion of the debt restructuring, anticipated volume growth in the Company’s German business and the introduction by the Company of its own brand of medical cannabis. 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. 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 Regulations 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, such as, but not limited to dependence on obtaining regulatory approvals; the ability to locate additional supply of medical cannabis, owning interests in companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history, reliance on management, requirements for additional financing, competition, hindering market growth; regulatory and political change. 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56491
Toronto, Ontario–(Newsfile Corp. – May 25, 2020) – City View Green Holdings Inc. (“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” announces that it has now completed a second tranche (the “Second Tranche“) of its non-brokered private placement (the “Offering“) previously announced April 21, 2020. Under the Second Tranche, the Company has issued 6,000,000 units for gross proceeds of $300,000. All securities issued under the 2nd Tranche are subject to a hold period expiring September 23, 2020, in accordance with applicable securities laws. Together with the first tranche closing announced April 30, 2020, the Company has now raised a total of $830,000 from the sale of units under the Offering.
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
Email: rob@cityviewgreen.ca
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/56489
Cannabis
MediPharm Labs and Ace Valley Deliver Innovative Vapes – Now Available in Several Markets Across Canada
TORONTO, May 25, 2020 (GLOBE NEWSWIRE) — MediPharm Labs Corp. (TSX: LABS) (OTCQX: MEDIF) (FSE: MLZ) (“MediPharm Labs” or the “Company”), a global leader in specialized, research-driven pharmaceutical-quality cannabis extraction, distillation and derivative products, is pleased to announce that its highly anticipated and innovative suite of “Ace Valley Vapes” are officially available in several markets across Canada. The Company shipped three new vape products under this white label brand-line to multiple provinces last week.
The launch of the Ace Valley Vapes is the culmination of the Company’s previously announced white label agreement through its subsidiary, MediPharm Labs Inc., with AV Cannabis Inc. (d/b/a Ace Valley). Through this collaboration, Ace Valley leveraged its leading brand traction and product strategy expertise to design, brand and market new and innovative vaporizer products, while MediPharm Labs provided raw material from its supply chain, high-quality cannabis distillate, formulation and filling expertise from its GMP-certified facility, as well as distribution services across Canada to cannabis distributors and retailers.“Ace Valley has emerged as one of Canada’s true cannabis brands. We are proud to be partnering with a team that consistently raises the bar through product development and marketing ingenuity, further elevated by our superiour product formulations and top CPG-quality processes,” said Pat McCutcheon, Chief Executive Officer of MediPharm Labs.“We are passionately building a great cannabis brand in Canada,” said Mike Wagman, Chief Executive Officer of Ace Valley. “Our new all-in-one vapes, with an innovative logo light-up feature, are a big part of our platform and we have a strong partner in MediPharm Labs, the leader in cannabis extraction and purified cannabis concentrates in Canada.”Unique Product Formulations with Original Vape Hardware
Each Ace Valley Vape is an all-in-one unit with 0.3 ml of formulated cannabis distillate. Working in collaboration with Ace Valley, MediPharm Labs’ Applied Science team formulated three unique products – CBD, Sativa and Indica options – each comprised of 95% distillate and 5% botanically derived terpenes, with zero carrier oil, other additives, or thickening agents. Ace Valley selected this variety of vape options so consumers can curate their experience.The vape hardware is an all-in-one unit, not requiring a separate purchase of battery and vapourizer cartridge. Ace Valley wanted to offer customers something convenient, consistent, and easy-to-use. By providing an integrated all-in-one hardware device, they were able to deliver maximum consistency from one experience to the next, as the distillate and vapourizing hardware have been specifically designed and tested together.“The concept for our new vapes is the brainchild of our co-founder, Noah Gill, who wanted customers to have a fun way to experience the device,” explained Mike Wagman, CEO of Ace Valley. “Unlike other vape pens on the market, the Ace Valley Vape lights up each of the four colour bands in our logo sequentially as you inhale. This provides the customer with simple and intuitive control and a unique interaction.”Multi-Province Distribution
MediPharm Labs has already completed shipments to Ontario, BC and Alberta distribution hubs.
The Ace Valley Vapes are anticipated to be available at select retailers in ON, BC, Alberta, Manitoba, and Saskatchewan.About Ace Valley
Ace Valley is a leading recreational cannabis brand. Since launching in October 2018, Ace Valley has built a curated, ready-to-use portfolio of pre-rolls, vapes and real-fruit gummies* (*launching soon) with wholesale and retail distribution across most of Canada. Ace Valley drives leading sales and brand awareness by leveraging its product strategy expertise, consumer insights and loyal community of fans.About MediPharm Labs Corp.
Founded in 2015, MediPharm Labs specializes in the production of purified, pharmaceutical quality cannabis oil and concentrates and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research-driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities with five primary extraction lines for delivery of pure, trusted and precision-dosed cannabis products for its customers. Through its wholesale and white label platforms, they formulate, consumer-test, process, package and distribute cannabis extracts and advanced cannabinoid-based products to domestic and international markets. As a global leader, MediPharm Labs has completed commercial exports to Australia and is nearing commercialization of its Australian Extraction facility. MediPharm Labs Australia was established in 2017.For further information, please contact:
Laura Lepore, VP, Investor Relations
Telephone: +1 416.913.7425 ext. 1525
Email: investors@medipharmlabs.com
Website: www.medipharmlabs.comCAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, expected sale of the Ace Valley Vapes at various provincial retailers. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs’ filings, available on the SEDAR website at www.sedar.com. 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 the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.All information contained in this press release with respect to Ave Valley was supplied by Ace Valley for inclusion herein.Photos accompanying this announcement are available athttps://www.globenewswire.com/NewsRoom/AttachmentNg/e0e9a2f1-456e-4d74-9b83-ed4292c56ea0https://www.globenewswire.com/NewsRoom/AttachmentNg/2795c368-8023-462a-a7ee-94d0418c39d1
-
Cannabis3 weeks ago
SHAREHOLDER ALERT: Pomerantz Law Firm Reminds Shareholders with Losses on their Investment in PharmaCielo Ltd. of Class Action Lawsuit and Upcoming Deadline – PCLOF
-
Cannabis4 weeks agoHemp, Inc. Featured in Politico Pro’s Coverage of The Hemp Industry Amidst The COVID-19 Pandemic
-
Cannabis2 weeks agoCronos Group Reports 2020 First Quarter Results
-
Cannabis4 weeks agoSun Kissed Subsidiary Hakuna’s Rapid Production Growth Occasions CEO Ilan Freeman’s Invitation to Discuss M&A, Revenue Growth and Product Development by Stock Market Podcast
-
Cannabis3 weeks agoRepublic of South Africa Medical Marijuana Dispensaries (RSAMMD) Announces Successful Testing Results of Proprietary Cannabis Plant Extraction Technology with JV Partner Protex Pharma (TXTM)
-
Cannabis3 weeks agoSun Kissed’s Hakuna CEO Ilan Freeman’s Podcast Interview Discusses Acquisitions, Increased Profit Margins, 2020 Growth and Future Outlook
-
Cannabis4 weeks agoSLANG Worldwide Announces Preliminary 2019 Financial Results and Provides Corporate Update
-
Cannabis4 weeks agoNass Valley Gateway Ltd Announces It Will Rely on the CSA Extension to File Its Q1 2020 Quarterly and 2019 Annual Financials and MD&A Reports