Filing reflects Company's belief that Verano's defense against claims of unlawful conduct is without merit –
– Legal filing represents a documentary record and corresponding damages analysis –
Melodiol Global Health Limited (ASX:ME1) (‘Melodiol’ or ‘the Company’) is pleased to advise it has received firm commitments to raise approximately $1m (before costs) through the issue of approximately 200,000,000 new fully paid ordinary shares (‘Shares’) at an issue price of $0.005 per Share (the ‘Placement’). The Company has also agreed with creditors to convert $724,206 of amounts outstanding to equity, via the issuance of 157,339,296 Shares at an issue price of $0.005 per Share, with the Shares having a dollar value of $786,696, on the same terms as the Placement (‘Debt Conversions').
Highlights:
Subject to shareholder approval, Placement participants and Debt Conversion participants will receive two free attaching Options for every one new Share issued under the Placement or Debt Conversion. The Options will be exercisable at $0.01 with a five year expiry (on the same terms as the Bonus Option Offer announced on 23 October 2023) (‘ME1OE Options’). The Company will seek to quote the attaching Options, subject to meeting ASX listing requirements.
Placement Shares will be issued under the Company’s existing placement capacity, pursuant to ASX Listing Rule 7.1A. The issue price of the new Shares represents a 19.48% discount to the 15-day volume weighted average price (‘VWAP’) of $0.00621. The Debt Conversion Shares will be issued under the Company’s existing placement capacity, pursuant to ASX Listing Rule 7.1.
The Company notes that core subsidiaries, Mernova Medicinal Inc., and HealthHouse Australia have both demonstrated strong operating results during FY23 with each achieving at least one instance cash flow positive quarter during the year. With these encouraging results, the Company has taken active steps to refocus its efforts and resources into these higher performing business units, whilst exploring opportunities to undertake a strategic divestment of assets. Whilst it does so, it is likely that further capital will be required in the near term with the Company considering additional sources of capital, including but not limited to, other debt funding that has been previously announced and can be drawn down on, further capital raising activities, divestment of non-core assets, and possible accretive divestment of core assets.
Management commentary:
CEO and Managing Director, Mr William Lay said: “I would like to take this opportunity to thank investors for their support of the Placement. This new capital comes at a critical juncture as the Company continues to drive strong operating results at Mernova and HHI, while also pursuing strategies to restructure debt and divest some of the Company’s lower revenue generating divisions to meet the group's profitability goals.”
Lead Manager:
EverBlu Capital Corporate Pty Ltd (“EverBlu”) acted as lead manager to the Placement and Debt Conversion, as well as assisting with the negotiations with SBC Global and Panacea. EverBlu will earn a 6% cash fee on the gross cash amount raised and converted under the Placement, to be satisfied by the issue of Shares at an issue price of $0.005, together with one free attaching ME1OE Option for each Share issued, each subject to shareholder approval. Subject to shareholder approval, EverBlu will also receive 120,000,000 Shares, and 714,678,592 ME1OE Options (being the same number as issued to Placement and Debt Conversion participants), if feasible. If the issue of these Options is not feasible, the Company has agreed to work with EverBlu on a best efforts basis to come to an alternate arrangement. Where shareholder approval is not received, the cash equivalent of fees will be payable.
Other Corporate Updates
Extension of Secured Notes
The Company has reached an in-principle agreement with the majority of the remaining Secured Note lenders (refer to ASX announcements dated: 1 November 2022, and 19 May 2023) to extend the maturity and repayment date of the Secured Notes from 30 September 2023 to 30 November 2023. In return for agreeing to the extension, the lenders have been issued 100 million Shares at a deemed issue price of
$0.005 per Share, under the Company's ASX Listing Rule 7.1 placement capacity. Subject to shareholder approval, the lenders will also receive 100 million free attaching options on the same terms as the Bonus Options. The Company has also agreed in good faith to work with the Secured Note lenders to reach an agreement by 30 November 2023 to create a pathway for full repayment of the Secured Notes.
The Company has agreed to issue Briant Nominees Pty Ltd and CPS Capital Group Pty Ltd an aggregate of 20,000,000 Shares, as a fee for facilitating the extension negotiations. These Shares will be issued imminently out of the Company’s ASX Listing Rule 7.1 Placement Capacity.
Click here for the full ASX Release
This article includes content from Melodiol Global Health, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
The global regulatory climate around cannabis use is evolving and has resulted in a huge investment opportunity for investors seeking to capitalize on this emerging market. A significant player in the global cannabis market, Melodiol Global Health’s (ASX:ME1, FRA:1X8) value proposition is founded on its strategic operations in both Canada and Australia.
In recent years, countries like Canada and Australia have established new regulations to legalize cannabis use, either for recreational or medical purposes – or both. Other countries and regions are not far behind in their cannabis regulation journey.
Melodiol oversees multiple global business units that provide everything from recreational and medical cannabis to hemp-based, athletic, beauty and personal care products. Through subsidiary Halucenex Life Sciences, the company has also dipped its toes into the medical psychedelics market.
Melodiol's two most significant subsidiaries, by far, are Mernova and Health House International. The former is a licensed Canadian producer of small-batch, high-quality craft cannabis with incredibly strong revenue growth. The former is a leading distributor of medical cannabis in Australia with additional non-cannabis operations in the United Kingdom.
The company aims to increase shareholder value and spur further growth in its subsidiaries through optimisation which will ultimately result in improved operating and financial performance. Group revenues for the first half of 2023 totalled AU$6.99 million, representing a 62-percent increase from the same period in 2022 at AU$4.32 million.
Accounting for the recent acquisition of Health House International, unaudited pro forma revenue increased to AU$8.26 million or AU$33 million on an annualised basis — a 280-percent increase from the company's 2022 revenue. Unaudited net sales for the combined Melodiol group in Q2 2023 totaled $4.74 million, a 105-percent gain on the previous quarter and a 202-percent increase on the previous corresponding period. The company has also demonstrated a strong growth trajectory into Q3 2023.
Mernova product suite
Based in Canada, Mernova is a 100-percent-owned subsidiary of Melodiol. As a fully licensed cannabis producer, Mernova produces high-quality craft cannabis intended primarily for recreational use. Its products are among the most concentrated in the Canadian market, with THC content typically 25 percent or higher.
Mernova’s cannabis products are currently available in Saskatchewan, Ontario, Nova Scotia, New Brunswick, Manitoba, Yukon and Newfoundland. Mernova is notable as the first of Melodiol's divisions to generate positive cash flow from operations, achieving significant revenue growth in the first half of 2023. The company currently aims to bring its Mernova products to other markets within Canada and has recently launched a medicinal cannabis division.
A leading distributor of medical cannabis products to the Australian market, Health House International also operates a division in the United Kingdom which distributes medicines and medicinal supplies. The business unit is primed to capitalise on any changes which might occur in the European regulatory climate. Melodiol acquired Health House International in the first quarter of 2023, resulting in a material increase in group revenues.
The company and its operating subsidiaries have delivered strong revenue and positive EBITDA margins throughout the first half of 2023. This trend is expected to continue for the remainder of the year.
ImpACTIVE is a hemp-based athletics brand that provides CBD products to help athletes improve and redefine their recovery routines. In September 2023, the company secured a landmark sponsorship deal with Texas Christian University's highly reputed NCAA Division 1 sports program. The school's large athletics department boasts more than 200,000 social media followers alongside a large and loyal domestic fanbase.
Other ImpACTIVE brand ambassadors include Kevin Tansey, Mark Fraser, Matthew Barnaby, Nathaniel Behar, Colten Saucerman, Kelly Whaley, Will Wilcox and Troy Van Biezen.
Sierra Sage Herbs' primary offering is Green Goo, a branded line of plant-based first aid, beauty and personal care products. The company also maintains two other wholly owned brands, Southern Butter and Good Goo. In addition to a significant direct-to-consumer sales channel, Sierra Sage's distribution network includes key retail outlets across the United States, including Walmart, Walgreens, Target, Albertson and Whole Foods.
A clinical-stage psychedelic drug development company, Halucenex maintains a 6,000-square-foot Canadian medical facility with six treatment rooms and a secure laboratory dedicated to clinical research and psychedelics-assisted psychotherapy. The company has a Health Canada Controlled Drug and Substance Dealer's License for the possession, production, assembly, sale, provisioning, sending, transportation and delivery of multiple compounds including ketamine, psilocin, psilocybin and salvia divinorum.
Its phase 2 clinical trial test on the efficacy of psilocybin in the treatment of post-traumatic stress disorder (PTSD) has delivered promising results thus far, with the first 10 percent of trial patients experiencing total remission from both depression and PTSD symptoms after their first macro-dose.
Creso Pharma Switzerland is a hemp-based food, feed supplements and topical products brand based in Europe. Backed by an experienced international team from the pharmaceutical industry, it serves the European Union, Switzerland, Eastern Europe, Latin America and Asia Pacific regions. The company's products are all Swiss-made, produced in GMP-certified facilities, as required, and made from EU-certified, GAP-compliant plants.
William Lay is a former investment banker who was involved in more than $5 billion worth of merger and acquisition deals in his role as an associate director at Canadian licenced producer Canopy Growth.
A leading medical cannabis expert, Boaz Wachtel is co-founder and former MD of Phytotech Medical, Australia's first publicly-traded medicinal cannabis company.
Bruce Linton is the co-founder and former chairman of Canopy Growth, a world leader in cannabis and psychedelics.
Micheline MacKay serves as managing director at Mernova, one of Melodiol's key business units. She has 22 years of experience in regulatory environments.
Based in Australia, Ben Quirin has over 20 years of experience in the global telecommunications, technology and pharmaceutical sectors. Prior to his role at Melodiol, Quirin served as regional managing director (APAC) for Canopy Growth.
Peter Hatfull has over 40 years of experience in senior executive and board positions with various Australian and international companies.
Tim Tian has more than 15 years of experience in financial controllership roles and has been Melodiol's financial controller over the last three years.
April was a game-changer for the cannabis industry.
After deliberating for almost five months, the Drug Enforcement Administration moved to reschedule cannabis as lawmakers worked to combine the SAFER Banking Act with newly introduced stablecoin legislation.
Meanwhile, controversy struck as legal cannabis was seized in New Mexico, Canada's Federal Budget 2024 was released with no mention of reform to high excise tax rates, and the saga of a once high-end cannabis dispensary finally ended in bankruptcy.
Keep reading to discover more about these industry-shaping events.
Marijuana Moment reported on Tuesday (April 30) that Attorney General Merrick Garland had submitted to the White House Office of Management and Budget a proposal to reschedule cannabis from a Schedule I substance, the same category as heroin and methamphetamines, to a Schedule III one.
The Department of Health and Human Services suggested cannabis be reclassified on August 29, 2023, and the DEA has been deliberating on the decision for months, urged by lawmakers to heed the recommendation. President Biden has been vocal about his stance on this issue and has pressed the Attorney General to expedite the process, suggesting his readiness to move forward once the proposal reaches his desk.
While the most recent development is a promising step in the right direction, it's worth noting that rescheduling could still take months. It will be subject to a public comment period before it can be sent to the Federal Register for publication, and Congress could still overturn the rule under the Congressional Review Act, which would send the matter to the Senate for a vote.
MedMen (CSE:MMEN,OTCQB:MMNFF), the first cannabis company in California to achieve a US$1 billion valuation, filed for bankruptcy in Canada on April 26. Its subsidiary company, based in Los Angeles, has been placed in receivership.
According to findings provided by multiple sources, the company, which has been struggling since 2020, is in roughly US$410.4 million of debt. Several poor decisions have been cited as the reason for its downfall, including opening a cannabis store on New York’s lavish Fifth Avenue before the state legalized cannabis. MedMen has also been hit with multiple lawsuits over the years, both from employees who accuse the company of violating labor laws and from investors who alleged excessive spending, stock price manipulation and bank fraud. The company had been selling off assets to try and make a profit since 2022.
In early 2024, the OTC marketplace designated MedMen's securities to the Expert Market, thereby restricting its stock quote from public view. The marketplace cited failure to adhere to its reporting obligations as the reason for its decision.
The SAFER Banking Act, which would prevent the Federal government from taking action against banks and insurance companies doing business with legal cannabis companies, is garnering renewed support as lawmakers push for its potential inclusion in a broader package combining cannabis banking and stablecoin regulation.
Senate Banking Committee Chairman Sherrod Brown said on April 16 that he would be open to advancing stablecoin legislation if it is part of a package that includes the SAFER Banking Act, a measure that has won bipartisan approval in the Senate Banking Committee but has yet to receive full Senate approval. SAFER was passed by the Senate Banking Committee in a 14-9 vote on September 27 but has yet to be considered on the floor.
Lawmakers are reportedly hoping to attach a package that combines the SAFER Banking Act and a stablecoin bill to the reauthorization of the Federal Aviation Administration (FAA), which is scheduled to pass by May 10, although the plan has some opposition. The Lummis-Gillibrand Payment Stablecoin Act, which has gained bipartisan support, could be the most likely contender.
The plan has the support of House Financial Services Committee member Maxine Waters, who has been working with Committee Chairman Patrick McHenry to pass stablecoin legislation. She has also discussed the potential package deal with both Brown and Senate Majority Leader Chuck Schumer, a driving force behind the SAFER Banking Act. During an interview with Bloomberg, Waters said she was optimistic that stablecoin legislation would be passed soon, and that she was supportive of cannabis banking legislation as well.
Republican Representative French Hill also told Bloomberg he would vote in favor of tying cannabis banking to stablecoin legislation.
However, Senate Republican leader Mitch McConnell, who has blocked the SAFER Act in the past, has signaled he will continue to block cannabis banking legislation, and House Speaker Mike Johnson has said he opposes fast-tracking “unrelated measures” to such a critical piece of legislation as the FAA, according to sources for Bloomberg.
While this may mean it's unlikely the package will go forward with the FAA legislation, Schumer is not giving up.
“There are lots of people who have different amendments not relevant to the FAA that want to get them on. I’m one of those—but we have to get this done in a bipartisan way. And we’ll figure out the best way to get it done,” he told Marijuana Moment.
If the bills fail to advance, the SAFER Banking Act could move forward as a standalone bill, with no date set to hold it to a vote, or lawmakers may try to attach it to another bill following the elections in November.
Despite legislative support from the Kansas State House and senators such as Rob Olson, a proposal to dislodge Senate Bill 135, also known as the Medical Cannabis Regulation Act, from the Senate Federal and State Affairs Committee and bring it to the Senate floor was unsuccessful on April 29.
The new motion to transfer the bill to the Senate came to a vote in the Republican-controlled Kansas state Senate, but it only received 12 out of the 24 votes it needed to move forward. The results of the vote ultimately killed the bill, leaving Kansas one of the few states that have yet to legalize medical cannabis despite years of attempts.
SB 135 would have allowed for the cultivation, processing, distribution, sale and use of medical cannabis for patients with qualifying conditions. Conditions named in the bill included Alzheimer’s disease, cancer, epilepsy or other seizure disorders, Parkinson’s disease, Tourette’s syndrome, fibromyalgia and “pain that is either chronic and severe or intractable.”
The bill had been tabled by Senate Republicans on March 17 of last year after two successful hearings.
Canada’s government released its 2024 Federal Budget on April 16, and the contents disappointed hopeful cannabis operators across the country. Despite ongoing campaigns by Canadian operators calling for reform to the excise tax, the budget failed to address the issue, leaving the industry without the relief it has been seeking for years.
The current cannabis excise tax rate in Canada, which imposes C$1 per gram of cannabis or 10 percent of the producer’s selling price – whichever is higher – has significantly burdened the industry. High rates on sales over C$10 have impacted the profitability of the legal cannabis business, forcing operators to drive up the prices and driving consumers to the illicit market. This challenging financial environment has made it difficult for Canadian operators to expand, causing a stifled market with only a handful of major competitors.
For example, in August 2023, Tantalus Labs, a British Columbia-based company, was acquired by Atlantic Cultivation following insolvency. This came after the Canadian Revenue Agency (CRA) refused to renew Tantalus Labs’ tax license due to unpaid excise taxes amounting to C$4.3 million, part of a total C$14 million debt. Facing the CRA’s threat to destroy more than 1,200 kilograms of cannabis, Tantalus Labs conducted a court-approved fire sale of its remaining inventory to recover funds for creditors; however, it brought in only a fraction of what regular sales would have.
Despite recommendations from a government-appointed panel of experts to reconsider how excise tax rates are applied and a direct warning from Canada’s Tax Policy Branch to Canadian Finance Minister Chrystia Freeland that the excise tax was hurting Canadian companies, there was almost no mention of the cannabis industry in the 430 page budget document. The Federal government also increased eight cannabis regulatory fees on April 1.
Curaleaf Holdings (TSX:CURA,OTCQX:TSNDF), a major US-based cannabis operator that is publicly listed on the Toronto Stock Exchange, completed its acquisition of Canadian cannabis producer Northern Green Canada on April 23. Northern Green Canada is one of the few Canadian brands with a presence in Europe, having secured Good Manufacturing Practice certification (GMP) from the European Union in August 2022.
“This is an incredibly important deal for our international expansion strategy, as we’ll be able to bolster our supply of high-quality EU-GMP certified flowers immediately to key European markets as well as enter the fast-growing markets of Australia and New Zealand,” Boris Jordan, founder and executive chairman of Curaleaf, said in a press release.
According to the terms of the deal, which was announced in March, Curaleaf provided an initial payment of subordinate voting shares valued at US$16 million. An earnout is set to be paid in 2025 based on Northern Green Canada’s performance. Half of the earnout sum will be paid in cash and half in voting shares.
There have been six incidents of US Customs and Border Protection (CBP) officials intercepting state-regulated cannabis reported by licensed operators in New Mexico between February 14 and April 18, according to an article by MJBizDaily. State documents shared with the outlet show that the officials seized product amounting to at least 70 pounds of cannabis flower, concentrates, edibles, vape pens, cartridges and lab-bound samples.
The documents also show that the drivers had been detained for up to two and a half hours, that a K-9 unit was used on a vehicle transporting cannabis at least once and that one driver was told he would be placed under arrest and prosecuted by the DEA.
No similar incidents have been reported at other southern border crossings or in neighboring states.
In a letter sent to New Mexico Senator Mark Heinrich, managing partner of Las Cruces-based Head Space Distribution Kai Kirk said that product losses have amounted to almost US$300,000 and that seizures are threatening the “burgeoning cannabis industry and economic opportunity in New Mexico.” He also stated that in many cases drivers have had their fingerprints taken and during an arrest, the arresting officer failed to read the driver his Miranda rights.
New Mexico’s proximity to the southern border makes it a hotspot for border security and immigration enforcement, resulting in a larger presence of federal agents in the state. Federal agents, who are required to enforce federal drug laws, create challenges for local businesses that operate within state laws but are still in conflict with federal regulations. A CBP spokesperson told MJBizDaily that since cannabis is still a Schedule 1 substance, “any federal officer will take appropriate actions” if they encounter it during a search.
If the DEA cannabis rescheduling process is successful, it would likely alleviate the issues faced by New Mexico’s cannabis industry due to the conflicting state and federal laws. In the meantime, industry stakeholders like Kirk continue to advocate for a resolution that balances the enforcement of federal laws with the rights of legal cannabis operators in the state.
In his letter, which was co-signed by the Cannabis Chamber of Commerce and several dispensaries, delivery personnel and cultivators, Kirk requests that the border patrol policy be updated to reflect the state-legal nature of cannabis products and that either any product seized be returned or that operators be monetarily compensated.
Don’t forget to follow us @INN_Cannabis for real-time news updates!
Securities Disclosure: I, Meagen Seatter, hold no direct investment interest in any company mentioned in this article.
Filing reflects Company's belief that Verano's defense against claims of unlawful conduct is without merit –
– Legal filing represents a documentary record and corresponding damages analysis –
MINNEAPOLIS, May 02, 2024 (GLOBE NEWSWIRE) -- Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), today announced that it has filed an application with the Supreme Court of British Columbia for summary determination in its ongoing litigation with Verano Holdings, Inc. ("Verano") related to Verano's wrongful termination of the share exchange agreement (the "Arrangement Agreement") between the parties pursuant to which Verano agreed to acquire all of the outstanding capital stock of Goodness Growth in a transaction announced on February 1, 2022. The application filing for summary determination is a public document available through the registry of the Supreme Court of British Columbia.
As previously disclosed, on October 14, 2022, Verano delivered a Notice of Termination of the Arrangement Agreement to Goodness Growth. Goodness Growth subsequently filed a notice of civil claim against Verano with the Supreme Court of British Columbia on October 21, 2022. Goodness Growth is seeking substantial damages, specifically US $860.9 million, as well as other costs and legal fees, based on Verano's breach of contract and of its duty of good faith and honest performance. While the Company's filing of its application for summary determination reflects its belief that Verano's defense against its claims of unlawful conduct is without merit, Goodness Growth can make no assurances regarding the expected timeframe to resolve this litigation, or its ability to recover damages from Verano.
Chief Executive Officer Josh Rosen commented, "I stepped into my role at a vulnerable time for Goodness Growth, in the aftermath of Verano's termination of our merger agreement. As I have said before, we view this litigation as a valuable asset of Goodness Growth. Our filing today reflects our ongoing commitment to protecting and realizing it. The transaction with Verano was anticipated to be transformative: it was going to provide Goodness Growth with a means of unlocking its potential, including in the key markets of New York and Minnesota. We are committed to pursuing Verano for what we believe was a calculated and wrongful termination that deprived Goodness Growth of both access to capital and operational improvements. Our filing today represents the careful culmination of months of work: to compile what we consider to be a clear documentary record of what occurred, and corresponding damages analysis. On the latter front, the math speaks for itself. We're hopeful for an early determination, and an outcome reflective of the record and the math."
About Vireo & Goodness Growth
Vireo (Goodness Growth) was founded as a pioneer in medical cannabis in 2014 and sustained with an entrepreneurial drive that fuels our ongoing commitment to serve and delight our key stakeholders, most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate. We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent capital and human resource allocation. For more information, please visit www.vireohealth.com .
Contact Information
Investor Inquiries: Sam Gibbons Managing Director sam.gibbons@alpha-ir.com (612) 314-8995 | Media Inquiries: Amanda Hutcheson Senior Manager, Communications amandahutcheson@goodnessgrowth.com (919) 815-1476 |
Forward-Looking Statement Disclosure
This press release contains "forward-looking information" within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes "financial outlooks" within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as "should," "believe," "estimate," "would," "looking forward," "may," "continue," "expect," "expected," "will," "likely," "subject to," "transformation," and "pending," variations of such words and phrases, or any statements or clauses containing verbs in any future tense. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management's current expectations and, as a result, our revenue, EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company's ability to meet the demand for flower in Minnesota; risk of failure in the lawsuit with Verano and the cost of that litigation; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company's Form 10-K for the year ended December 31, 2023, which will be available later today on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com .
The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
News Provided by GlobeNewswire via QuoteMedia
The Associated Press reported Tuesday (April 30) that the US Drug Enforcement Administration (DEA) was on the cusp of rescheduling cannabis from a Schedule I substance, the same category as heroin and methamphetamines, to Schedule III.
The Department of Health and Human Services suggested cannabis be reclassified on August 29, 2023, and the DEA has been deliberating on the decision for months, urged by lawmakers to heed the recommendation.
According to the report, Attorney General Merrick Garland was scheduled to submit the proposal to the White House Office of Management and Budget on Tuesday afternoon. President Biden has been vocal about his stance on this issue and has urged the Attorney General to expedite the process, suggesting his readiness to move forward once the proposal reaches his desk.
The market responded enthusiastically to the news, with share prices of major cannabis companies Tilray Brands (NASDAQ:TLRY,TSX:TLRY) and Canopy Growth (NASDAQ:CGC,TSX:WEED) surging by 38.76 percent and 81.35 percent, respectively, from the opening bell to market closure. Curaleaf Holdings (TSX:CURA,OTCQX:CURLF) also saw its stock price jump 22.35 percent over the trading day. The AdvisorShare Pure US Cannabis ETF (NYSEARCA:MSOS) also saw a dramatic surge of 26.94 percent by the end of the trading day, which led to trading being halted on two occasions due to the Limit Up-Limit Down rule.
Cannabis has been defined as a Schedule I drug since 1971, when President Richard Nixon signed the Controlled Substances Act (CSA) into law, part of his wider Comprehensive Drug Abuse Prevention and Control Act, which provided a regulatory foundation for regulating controlled substances. The CSA classified drugs into one of five schedules; Schedule I drugs are defined as having a high potential for abuse and no medical use.
Unfortunately, the research on marijuana’s potential medical properties has been somewhat limited, largely due to its Schedule I classification. However, the studies into the medical properties of cannabis that have been possible have revealed that the traditional analysis of it is oversimplified.
For example, cannabis has been found to relieve pain and nausea, stimulate appetites, and is sometimes used to treat sleep disorders and glaucoma, as well. CBD, the non-psychoactive compound found in cannabis, may have even more medical properties than its psychoactive counterpart, THC — it is used to help treat migraines, inflammatory bowel disease and seizures, as well as mental health disorders such as anxiety and depression.
Reclassifying cannabis to a Schedule III substance, which encompasses drugs with some potential abuse but accepted safety for medical use, opens the door to opportunities to conduct more thorough research into its benefits and identify further tangible uses.
On the business side of things, reclassification would also relieve tax burdens for cannabis businesses in the 38 states where some form of cannabis is legal. For many business owners, obstacles such as Internal Revenue Service code 280E — which prevents businesses from deducting ordinary business expenses related to Schedule I and II substances — stand in the way of profits. However, it is unlikely to affect the industry's limited access to banking products like business loans and payment services, as that issue is driven by the substance's federal illegality.
According to MJBiz Factbook, the cannabis industry could potentially add US$112.4 billion to the US economy in 2024 and up to US$200 billion by 2030. These figures do not account for rescheduling or legalization, meaning that the total would likely be higher if either were to occur.
While the most recent development is a promising step in the right direction, it's worth noting that the process of rescheduling could take months, and the date for cannabis rescheduling is still unknown. However, we do know the next steps in the process.
Marijuana Moment reported that the proposal to reclassify cannabis was sent to the White House on Tuesday evening for review. Next, the Justice Department will publish the proposed rescheduling in the Federal Register and open the floor for a public comment period.
While cannabis does have medical benefits and is less dangerous than other Schedule I drugs, the proposal could still face some challenges during this period due to health concerns relating to its use. For example, there is some evidence to suggest that high levels of THC can cause psychosis in those with a family history of certain mental health conditions, particularly in adolescents. Cannabis is now on average at least 10 times stronger than it was in the 1970s.
It could also face delays in the form of lawsuits from those who disagree with the decision or those who want to cannabis de-scheduled entirely.
Once the public comment period concludes, the DEA will use the information it has accumulated to prepare its final ruling on the matter. The president does not need to sign the rescheduling into law.
While the rescheduling process is still ongoing, the proposal to reclassify cannabis has boosted the market and created optimism for the future of the cannabis industry. The Investing News Network will be following this story and providing updates as they unfold.
Don’t forget to follow us @INN_Cannabis for real-time news updates!
Securities Disclosure: I, Meagen Seatter, hold no direct investment interest in any company mentioned in this article.
Josh Rosen to shed Interim title and become Chief Executive Officer; Company provides other key personnel updates –
– Company receives a short-term extension of the maturity date on its credit facility –
– Company plans corporate name change to Vireo –
MINNEAPOLIS, May 01, 2024 (GLOBE NEWSWIRE) -- Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), today announced several leadership and corporate updates related to the day-to-day management of its business. Josh Rosen, who has served as Interim CEO since February of 2023, has been appointed as Chief Executive Officer, effective immediately. The Company also provided several other updates, including additional key personnel hires, an update regarding an extension of its credit agreement, and a planned corporate name change to Vireo over the coming months.
Executive Chairman Dr. Kyle Kingsley commented, "Josh Rosen's leadership over the course of the past 14 months has been instrumental in securing a path forward for our Company as a standalone enterprise. We have been immensely impressed with Josh's stewardship of the organization through the exceptionally challenging circumstances that were created by Verano's wrongful termination of our merger agreement. During his tenure as Interim CEO, he has significantly improved our fundamental operating and financial performance, and has represented the Company admirably in his interactions with both internal and external stakeholders. On behalf of our entire Board of Directors and executive management team, I am pleased that we have reached an agreement with Josh to drop the Interim from his title and be our Chief Executive Officer."
Chief Executive Officer Josh Rosen said, "Our team has overcome many challenges together since I stepped into the Interim CEO role. I'm excited for the future of Vireo, and after being asked by the Board to extend my time leading the Company, I realized that I'm committed to this team and being a part of Vireo's evolution. We still have a lot of work to do to achieve our objectives and I am proud to serve in my role, which for now, also includes as Interim CFO. We envision a future with many attractive avenues for growth and excellence within the cannabis industry, but that must begin and end with our focus on delivering quality product, service and value to our customers. Today's other key personnel updates reflect this commitment to developing and augmenting our team, and we look forward to demonstrating continued improvements."
Additional Key Personnel Updates
Today, the Company provided key personnel updates which relate to its ongoing CREAM & Fire operating strategy which was unveiled in early 2023. In addition to the appointment of Josh Rosen as Chief Executive Officer, the Company promoted Brendan Sweeny to Executive Vice President of Operations and realigned the finance team, nicknamed C3FO, with enhanced responsibilities for Aaron Garrido (VP - Chief of Staff), Brandon Van Asten (VP of Finance and Controller), and Joe Duxbury (VP of Finance and IR). The Company also announced recent hires or affiliations of the following key personnel supporting its operations across Maryland and Minnesota:
Company President Amber Shimpa commented, "Since we began implementing our CREAM & Fire strategic initiatives last year, we have maintained a relentless focus on improving the quality and depth of our product offerings, as well as enhancing the value proposition of our products to customers and patients. The investment in our internal talent and these recent additions of important team members to our cultivation and operations teams reflect our continued commitment to our Scrappy Operators Creed and our efforts to infuse our organization with weed hustle and passion for fire product. We've also been very pleased to welcome industry veteran Nicole Stanton as Outside General Counsel supporting our legal and compliance operations, and look forward to her continued contributions as we continue executing our CREAM & Fire strategy."
Extension of Credit Agreement with Chicago Atlantic
The Company also announced today that it is in ongoing discussions with its senior secured lender, Chicago Atlantic Admin, LLC, an affiliate of Green Ivy Capital, to finalize a longer-term extension of its credit agreement. While this process remains ongoing, the parties have agreed to a short-term extension of the maturity date on their term loan until June 14, 2024, matching all other terms of the existing agreement.
Planned Corporate Name Change to Vireo
Today the Company also announced that it has planned a corporate name change to Vireo in the coming months. The Company expects to provide additional details regarding its name change and expected ticker symbols for its listed subordinate voting shares in the United States and Canada when close to being finalized.
Josh Rosen concluded, "Our name change to Vireo reflects a return to our roots and focus as a cannabis industry operator. We are proud of the Vireo brand name and its importance in our heritage, and believe Vireo appropriately reflects our corporate identity to all stakeholders."
About Vireo & Goodness Growth
Vireo (Goodness Growth) was founded as a pioneer in medical cannabis in 2014 and sustained with an entrepreneurial drive that fuels our ongoing commitment to serve and delight our key stakeholders, most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate. We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent capital and human resource allocation. For more information, please visit www.vireohealth.com .
Contact Information
Investor Inquiries:
Sam Gibbons
Managing Director
sam.gibbons@alpha-ir.com
(612) 314-8995
Media Inquiries:
Amanda Hutcheson
Senior Manager, Communications
amandahutcheson@vireohealth.com
(919) 815-1476
Forward-Looking Statement Disclosure
This press release contains "forward-looking information" within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes "financial outlooks" within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as "should," "believe," "estimate," "would," "looking forward," "may," "continue," "expect," "expected," "will," "likely," "subject to," "transformation," and "pending," variations of such words and phrases, or any statements or clauses containing verbs in any future tense. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management's current expectations and, as a result, our revenue, EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company's ability to meet the demand for flower in Minnesota; risk of failure in the lawsuit with Verano and the cost of that litigation; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company's Form 10-K for the year ended December 31, 2023, which is available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com .
The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
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Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a cannabis company committed to providing safe access, quality products and great value to its customers, today announced that it will release its financial results for its first quarter ended March 31, 2024 on Tuesday, May 7, 2024 after the market closes.
Goodness Growth management will host a conference call with the investment community that day, Tuesday, May 7, 2024 at 4:30 p.m. ET (3:30 p.m. CT) to discuss its results. Interested parties may attend the conference call by dialing 1-800-715-9871 (Toll-Free) (US and Canada) or 1-646-307-1963 (Toll) (International) and referencing conference ID number 3718174.
A live audio webcast of this event will also be available in the Events & Presentations section of the Company's Investor Relations website and via the following link:
https://events.q4inc.com/attendee/586704075 .
About Goodness Growth Holdings, Inc.
Goodness Growth Holdings, Inc. is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. The Company is evolving with the industry and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation, manufacturing, wholesale and retail business lines. Today, the Company is licensed to grow, process, and/or distribute cannabis in four markets and operates 14 dispensaries in three states. For more information about Goodness Growth Holdings, please visit www.goodnessgrowth.com .
Contact Information
Investor Inquiries: | Media Inquiries: |
Sam Gibbons | Amanda Hutcheson |
Managing Director | Corporate Communications |
sam.gibbons@alpha-ir.com | amandahutcheson@goodnessgrowth.com |
(612) 314-8995 | (919) 815-1476 |
News Provided by GlobeNewswire via QuoteMedia
Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) ("Cronos" or the "Company") will hold its 2024 Annual Meeting of Shareholders on Thursday, June 20, 2024, at 11:00 a.m. ET.
Cronos will be conducting the meeting in a virtual-only format via live audio webcast. Registered shareholders and duly appointed proxyholders will have an equal opportunity to participate in the 2024 Annual Meeting online regardless of their geographic location, including a chance to ask questions and vote.
The Company's proxy statement describing the formal business to be conducted at the meeting and containing detailed instructions about how to participate in the meeting is available on the Investors section of the Company's website at https://ir.thecronosgroup.com/financial-information/annual-meeting .
Access Information
Date: Thursday, June 20, 2024
Time: 11:00 a.m. ET
Live Audio Webcast Online at: http://www.virtualshareholdermeeting.com/CRON2024
Replay
A replay of the Annual Meeting will be available in the investor relations section of the Company's website ( https://ir.thecronosgroup.com/events-presentations ) starting about 24 hours after the meeting is finished.
About Cronos
Cronos is an innovative global cannabinoid company committed to building disruptive intellectual property by advancing cannabis research, technology and product development. With a passion to responsibly elevate the consumer experience, Cronos is building an iconic brand portfolio. Cronos' diverse international brand portfolio includes Spinach ® , PEACE NATURALS ® and Lord Jones ® . For more information about Cronos and its brands, please visit: thecronosgroup.com .
Forward-looking Statements
This press release may contain information that may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws and court decisions (collectively, "Forward-looking Statements"). All information contained herein that is not clearly historical in nature may constitute Forward-looking Statements. In some cases, Forward-looking Statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify Forward-looking Statements. Some of the Forward-looking Statements contained in this press release include statements about Cronos' intention to build an international iconic brand portfolio and develop disruptive intellectual property. Forward-looking Statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks. Financial results, performance or achievements expressed or implied by those Forward-looking Statements and the Forward-looking Statements are not guarantees of future performance. A discussion of some of the material risks applicable to the Company can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which has been filed on SEDAR and EDGAR and can be accessed at www.sedar.com and www.sec.gov/edgar , respectively. Any Forward-looking Statement included in this press release is made as of the date of this press release and, except as required by law, Cronos disclaims any obligation to update or revise any Forward-looking Statement. Readers are cautioned not to put undue reliance on any Forward-looking Statement.
Cronos Group Contact
Shayne Laidlaw
Investor Relations
Tel: (416) 504-0004
investor.relations@thecronosgroup.com
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