Green Axis Capital Corp. (CSE: ALQ) (the “Company”) announces that, further to a news release dated October 12, 2018, the Company closed the share exchange agreement dated September 29, 2018 (the “Share Exchange Agreement”) among the Company, Ignite International, Ltd. (formerly Vulcan Enterprises US, Ltd.) (“Ignite US”) and two shareholders of Ignite US.

Pursuant to the Share Exchange Agreement, the Company issued 50,700,890 common shares of the Company to two shareholders of Ignite US in exchange for 5,000,000 common shares of Ignite US (“Ignite US Shares”). Ignite US owns and operates the Ignite cannabis brand among other ventures. Immediately following the closing of the Share Exchange Agreement, the Company had 103,471,210 common shares issued and outstanding.


In addition, the Trademark & Copyright License Agreement dated September 29, 2018 between the Company and Ignite US became effective on the closing of the Share Exchange Agreement. The license permits the Company to enter manufacturing agreements and develop certain approved Ignite-branded products that it has agreed to market, promote, sell and distribute, both in North America and internationally, with the oversight of Ignite US’ operations team all as further set out in the October 12 news release.

Letter Agreement and RTO Transaction

Immediately upon the closing of the Share Exchange Agreement, the Company entered into a letter agreement (the “Letter Agreement”) with Ignite US and certain shareholders thereof (the “Ignite US Shareholders”) holding an aggregate of 35,116,000 Ignite US Shares, or approximately 40.1% of the outstanding Ignite US Shares, whereby the Ignite US Shareholders have agreed to sell their Ignite US Shares to the Company in consideration for the issuance of 30 million post-Second Consolidation (see below) common shares in the capital of the Company (the “Second Share Exchange Transaction”).

Pursuant to the Letter Agreement, the Company has also agreed to enter into a share purchase agreement (the “Purchase Agreement”) with Dan Bilzerian (“Bilzerian”) whereby the Company agrees to acquire from Bilzerian 3,800,000 Ignite US Shares held by Bilzerian in consideration for USD$16 million in cash on closing of the Second Share Exchange Transaction (the “Bilzerian Share Purchase”).

On closing of the Second Share Exchange Transaction and the Bilzerian Share Purchase, the Company will hold an aggregate of 43,916,000 Ignite US Shares, or approximately 50.1% of the Ignite US Shares on a non-diluted and fully-diluted basis, and the Ignite US Shareholders under the Share Exchange Agreement and the Letter Agreement will hold an aggregate of approximately 79.2% of the common shares of the Company on a non-diluted basis excluding any shares issued in connection with the financings referred to below. The completion of the proposed transactions in the Letter Agreement is expected to constitute a reverse takeover of the Company.

Following the closing of the Second Share Exchange Transaction, the only shareholder of Ignite US other than the Company will be Bilzerian who will own approximately 49.9% of the Ignite US Shares on a non-diluted and fully-diluted basis. Pursuant to the Letter Agreement, the Company and Bilzerian agreed to enter into an agreement (the “Option Agreement”) whereby, subject to closing of the Second Share Exchange Transaction, Bilzerian will grant an option to the Company to acquire all the Ignite US Shares then held by Bilzerian on the basis of one post-Second Consolidation common share of the Company for every 1.25 Ignite US Shares, in consideration for CAD$10,000 per year (the “Bilzerian Option”). The Bilzerian Option will only be exercisable immediately prior to the closing of a transaction whereby a third party acquires all of the then issued and outstanding common shares of the Company.

The parties to the Letter Agreement have also agreed to pursue the following two financings (collectively, the “Financings”) (i) the issuance of subscription receipts (“Subscription Receipts”) for gross proceeds currently expected to be a minimum of CAD$50 million and a maximum of CAD$150 million (the “Brokered Financing”) at an issue price of CAD$6.50 per Subscription Receipt, on a post-Second Consolidation basis, or as otherwise agreed to by the parties (the “Issue Price”) and (ii) a non-brokered concurrent private placement of common shares of the Company of up to CAD$100 million at the same Issue Price as under the Brokered Financing. The Second Share Exchange Transaction is subject to certain closing conditions including the following:

  • the issuance of Subscription Receipts and the payment of proceeds of the Brokered Financing into escrow not later than December 31, 2018;
  • gross proceeds of the Financings being not less than CAD$140 million;
  • the Purchase Agreement, the Option Agreement and a unanimous shareholders’ agreement among Ignite US, the Company and Bilzerian being entered into;
  • the closing of the Second Share Exchange Transaction and the Bilzerian Share Purchase, and the release of the proceeds of the Financings to the Company or an affiliate thereof on or prior to January 31, 2019;
  • the Company obtaining all requisite shareholder approvals and requisite regulatory approvals from the Canadian Securities Exchange and any applicable Canadian securities regulatory authorities;
  • two of the current directors and all of the executive officers of the Company resigning at the time of the closing of the Second Share Exchange Transaction and being replaced by persons designated by Ignite US (Dan Bilzerian shall be the Chairman and Chief Executive Officer and Brandon Boddy will remain a director of the Company);
  • the consolidation of the common shares of the Company on a 5:1 basis (the “Second Consolidation”); and
  • the Company changing its name to “Ignite International Brands, Ltd.”

In addition, it is contemplated that, at the time of closing of the Second Share Exchange Transaction, the Company will issue options to acquire 2 million post-Second Consolidation shares with an exercise price of not less than the Issue Price of the shares issued in the Brokered Financing to such persons as designated by Ignite US.

The Company, Ignite US, the Ignite US Shareholders and Bilzerian have agreed in good faith to negotiate a formal agreement in respect of the proposed Second Share Exchange Transaction on the terms contemplated in the Letter Agreement.

The common shares of the Company are not expected to resume trading until following the closing of the Second Share Exchange Transaction.

ON BEHALF OF THE BOARD

“Morgan Good”

Chief Executive Officer
Tel: 604-715-4751
Email: morgan@dukecapitalinc.com

The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or accuracy of thisrelease. The closing of the transactions contemplated herein are subject to, among other things, regulatory approval, including from the CSE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transactions, the closing of the transactions contemplated by the Letter Agreement, the Purchase Agreement, the Financings, and the proposed closing date of the Brokered Financing. 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; delay or failure to receive shareholder or regulatory approvals; ability of the Company to give effect to its business plan; and the uncertainties surrounding the cannabis industry in North America. 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 Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Source: www.newsfilecorp.com

Multi-state cannabis leader highlights events, partnerships, and activities to coincide with Juneteenth holiday

Trulieve Cannabis Corp . (CSE: TRUL) (OTCQX: TCNNF), a leading and top-performing cannabis company in the United States and its dispensary group Solevo Wellness, today announced the sponsorship of expungement clinics in Pittsburgh, Pennsylvania as well as additional initiatives celebrating the Juneteenth holiday.

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A summertime series of expungement events, employee volunteerism, documentary filmmaking, fundraising and more demonstrate the importance of commitment to reform and restorative justice to build an equitable, inclusive cannabis industry

Today, on the 50 th anniversary of when America started its longest war—the War on Drugs— Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco” or “the Company”), a vertically integrated multistate operator and the number one U.S. wholesaler of branded cannabis products, announced the launch of a summer-long social justice campaign supported by its Sunnyside retail brand and flagship cannabis brand, Cresco . Through community expungement events, employee volunteerism, a film documenting the impact of unjust prosecution, and financial contributions from the Company and our third-party vendors, the “Summer of Social Justice” campaign aims to influence reform to help shape a future cannabis industry with limitless opportunities for everyone. The campaign will amplify the ongoing restorative justice, community business incubator and education and workforce development programming facilitated by the Company’s established SEED (Social Equity & Education Development) initiative.

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Florida’s legal cannabis program has gained plenty of investor attention as the potential for this segment of the US cannabis market continues to expand.

The US cannabis industry is largely fragmented because the plant remains illegal at the federal level. Despite that obstacle, several states across the country have implemented medical and recreational cannabis legislation allowing for cultivation, processing, commercial sale and consumer use.

While this legislation differs greatly from state to state, one state’s medical cannabis industry has seen unprecedented growth: Florida.

 

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The coastal state’s journey to cannabis legalization has been a challenging one. In 2016, over 70 percent of Floridians voted for a constitutional amendment to allow the use of cannabis for medical purposes.

However, in the 2017 legislation that created the state’s legal medical cannabis framework, then-Governor Rick Scott banned smoking medical cannabis. It wasn’t until March 2019 that Ron DeSantis, the current governor of Florida, lifted the ban on smokable marijuana.

In the face of those challenges, the Sunshine State has developed one of the most attractive medical cannabis markets in the country. In fact, Florida’s medical marijuana space is one of the fastest growing in the country.

Read on to learn more about the investing opportunities in Florida’s legal cannabis space and the top marijuana stocks to look out for.

Florida medical cannabis: High-growth market

Florida’s large population — the third biggest in the US — is a factor in the attractiveness of its cannabis market. The state is also the fourth largest economy in the US with a gross domestic product of just over US$1 billion in 2020.

A 2020 report from Arcview Market Research and BDS Analytics shows the US legal cannabis industry is expected to grow by 18.2 percent between 2019 and 2025 to reach US$33.9 billion. Florida ranks among the jurisdictions that will contribute the most to that growth.

“The Total Available Market, or TAM, is one of the most critical factors for any industry,” states Dustin Robinson, founding partner of Mr. Cannabis Law, in an article written for Green Entrepreneur. “Florida’s marijuana industry happens to have one of the strongest TAMs in the world.”

As of a June 2021 update from Florida Health’s Office of Medical Marijuana Use (OMMU), the state had 569,450 qualified medical marijuana patients and 2,542 qualified physicians.

Florida’s patient count is a small percentage of its population of 21 million, but it has been steadily growing since the drug was legalized in the state in 2016. In fact, the patient figure has more than doubled in the past two years.

According to Robinson, there are almost 300 retail locations in Florida, with another 500 locations expected by the end of 2022.

Beacon Securities analyst Russell Stanley has said Florida boasts a healthy list of addressable medical conditions that can be treated with cannabis, unlike the medical marijuana programs in other states.

“Some other states have had trouble expanding their programs, in part because it’s been very difficult for patients to get access to product,” Stanley told the Investing News Network. “Other states have had restrictions on which healthcare practitioners can recommend it and what they can recommend it for.”

 

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Florida cannabis market: High barriers to entry

The 2017 Florida medical marijuana law established a cap on the number of medical marijuana dispensaries and required that each center be vertically integrated — they all had to manage their own operations, from cannabis cultivation and processing to distribution and sales.

The cap on the number of dispensaries expired in April 2020. While the vertical integration requirement portion of the law underwent a three year court battle, the Supreme Court of Florida recently upheld the legislation, meaning this requirement will continue to shape the Florida cannabis market for years to come.

During a panel discussion, Steve Hawkins, CEO of Horizons ETFs Management (Canada), said he views vertical integration as one of the key benefits for US companies compared to the Canadian cannabis market. Only players that have been able to develop cannabis production, manufacturing and distribution capabilities can compete in the marketplace.

As of March 2021, the state had 22 licensed medical marijuana treatment centers (MMTCs) and five laboratories licensed for third party testing. The low number of licenses currently awarded creates high entry barriers, which is a big plus for the currently operating companies that have already established a strong foothold in the market.

Robinson believes that “the 22 Licensees are in a great position to build multi-billion-dollar companies in Florida’s growing marijuana industry.”

These 22 established licensees will also have an advantage if and when recreational cannabis becomes legal in the state. “In Florida, the medical marijuana license allows the current MMTCs to build out as big of a footprint as possible in preparation for adult use (recreational) legalization,” he said.

Florida cannabis market: Top Florida cannabis stocks

As the legal cannabis industry grows in Florida, some players have begun to stand out in the state.

Florida native Trulieve Cannabis (CSE:TRUL,OTC Pink:TCNNF) holds the lion’s share of the market and has continually been a top-performing stock in the state.

Trulieve opened Florida’s first medical marijuana dispensary back in 2016, and since then it’s grown into a force in the industry, with a current market capitalization of US$5.52 billion.

As of June 4, 2021, Trulieve had 82 dispensing locations in the state, according to data released by the OMMU. In one week’s time it sold more than 76.5 million milligrams of tetrahydrocannabinol (THC) products and 1.6 million milligrams of cannabidiol (CBD) products, in addition to 32,295 ounces of dried flower.

Shortly after smokable marijuana was legalized, Trulieve began selling flower and was the first in the state to do so. Trulieve has also benefited from a vertically integrated structure that includes cannabis cultivation, production and distribution, which is essential since cannabis cannot be moved across states lines just yet.

Surterra Wellness comes in at a distant second place with 39 dispensing locations and sales of over 22.2 million milligrams of THC products and 1.6 million milligrams of CBD products, in addition to 6,911 ounces of dried flower. Surterra is owned by Parallel, one of the largest privately held multi-state cannabis operators (MSOs) in the country.

 

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Parallel recently announced its intentions to go public through a definitive business combination agreement with Ceres Acquisition (NEO:CERE,OTCQX:CERAF), a special purpose acquisition company.

Another big player in the state is Massachusetts-based Curaleaf Holdings (CSE:CURA,OTCQX:CURLF). Though not native to Florida, Curaleaf’s presence in the state’s cannabis business is substantial. Of the MSO’s total 101 dispensaries, 37 are in Florida, putting it in third place behind Trulieve and Surterra.

The vertically integrated company also launched the state’s first medical cannabis tablets in September 2019, followed by the first sublingual tablets in July 2020.

Curaleaf put up impressive revenue numbers for 2020, reporting retail revenue of US$423.2 million compared to US$138.7 million in 2019. The company attributed the 205 percent increase to new store openings in its operating states, including five opened in Florida in 2020.

Liberty Health Sciences, which was acquired by Ayr Wellness (CSE:AYR.A,OTCQX:AYRWF) in February 2021 in all-stock transaction, also has a considerable stake in Florida. According to the OMMU, Liberty currently has 36 dispensing locations in the state.

Ayr Wellness plans to increase that footprint to 42 dispensaries by the end of 2021, and has a target of roughly US$4 million in annual retail revenues per store for 2022. In May 2021, the company announced the launch of its Origyn premium concentrate line in the state. The product line includes wax, crumble, Rick Simpson oil and shatter. Ayr has also begun construction of a 10 acre outdoor cultivation expected to be completed in Q3 2021.

Florida cannabis market: Investor takeaway

As its medical marijuana industry continues to grow, Florida has a lot to offer in terms of investment opportunities. BDS Analytics projects that Florida’s medical cannabis market will hit US$1.5 billion in sales in 2021, up 53 percent over 2020 sales.

The research firms predicts that recreational cannabis could be legal by 2023, which would set Florida on a path to become the third largest US legal cannabis market by 2026. Regardless of whether adult use gets the green light that soon, investors should still consider the Sunshine State as a premier cannabis jurisdiction.

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Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and top-performing cannabis company based in the United States announced today the opening of a new Florida dispensary, the Company’s 90th nationwide.

The latest dispensary, located in the Florida Keys, supports Trulieve’s goal of ensuring medical cannabis patients across Florida have safe, reliable access to the medications they rely on. The Tavernier dispensary joins the nearby Key West dispensary, as well as several others throughout the Miami area.

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Company to Donate: $30,000 to Assist with Elk Grove Village’s Community Events and Outreach Programs; Additional $15,000 to Go Towards Supporting Alexian Brothers Medical Center’s Foundation, Elk Grove Village Police Drug Education Program and Kenneth Young Youth Center

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