Green Growth Brands Files Offer to Purchase and Circular for Aphria Inc.; Formal Take-over Bid to Commence on January 23, 2019; Receives Commitment for C$150 Million Equity Investment
- Formal Offer will commence on January 23, 2019 and will remain open until 5:00 p.m. (Toronto time) on May 9, 2019
- Combined Green Growth Brands / Aphria expected to be North America’s preeminent cannabis company
- Aphria shareholders can tender their shares by contacting Kingsdale Advisors at 1-866-851-3214 or by email at firstname.lastname@example.org
The Company also announced that it has entered into a commitment letter (the “Commitment Letter”) with All Js Greenspace LLC (the “Investor”), pursuant to which the Investor has agreed, subject to the terms and conditions set forth in the Commitment Letter, to subscribe for and purchase up to $150 million of Green Growth shares (the “Commitment”) as a backstop to the Company’s previously announced intention to complete a $300 million equity financing in connection with the completion of the Offer.
About the Offer
The Offer provides Aphria shareholders with 1.5714 common shares of Green Growth (the “Green Growth Shares”) for each Aphria Share (the “Offer Consideration”), including Aphria Shares that may become issued and outstanding after the date hereof but prior to 5:00 p.m. (Toronto time) on May 9, 2019 (the “Expiry Time”) upon the exercise, conversion or exchange of any securities of Aphria that are exercisable for, convertible into or exchangeable for Aphria Shares.
The notice and advertisement of the Offer will appear in the Wednesday, January 23, 2019 editions of The Globe and Mail and Le Devoir. The Offer to Purchase and Circular and related documents will be mailed to Aphria shareholders in the coming days and are available under Aphria’s profile at www.sedar.com.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME) ON MAY 9, 2019, UNLESS THE OFFER IS ACCELERATED, EXTENDED OR WITHDRAWN.
“We are pleased to officially launch our bid for Aphria. This is an exciting opportunity for shareholders of both Green Growth and Aphria to build value and create the preeminent cannabis operator in North America,” said Peter Horvath, CEO of Green Growth. “The combination of Aphria’s Canadian supply and wholesale agreements with Green Growth’s vertically integrated operations and rapidly growing retail footprint in the United States best positions us to capitalize on the massive growth opportunities in North America and beyond. I encourage Aphria shareholders to tender their shares to our offer.”
Reasons to Accept the Offer
Green Growth believes that the combination of the two companies is extremely compelling and that its Offer represents an unparalleled value-enhancing opportunity and is a superior alternative to the status quo at Aphria.
Green Growth invites Aphria shareholders to join Green Growth Brands in an exciting value-enhancing opportunity to create the only large-scale cannabis company to bridge U.S. and Canadian markets. The combined company is expected to:
Create an Unparalleled North American Player with a Developing International Presence. Aphria has a large market position in Canada and supply agreements with all provinces and Yukon territory, as well as strong strategic partnerships establishing wholesale supply agreements. Aphria has established operations in federally-legalized foreign jurisdictions, including Australia, Argentina, Colombia, Denmark, Germany, Italy, Jamaica, Lesotho, Malta and Paraguay, and maintains an option for entry into Brazil. Green Growth operates vertically integrated cannabis operations including cultivation, manufacturing and retail assets in Nevada, was recently awarded seven incremental provisional retail cannabis dispensary licenses in Nevada, and has agreed to acquire Just Healthy LLC, which holds provisional certificates of registration for a registered medical marijuana dispensary and will, as a condition of closing, own an option to purchase land for a cultivation and processing site in Northampton, Massachusetts. Green Growth also holds an irrevocable option to purchase Henderson Organic Remedies LLC, which operates a second The+Source location in Henderson, Nevada, subject to certain local regulatory changes and approvals. Further, through its consumer-focused line of cannabidiol (“CBD”) products, Green Growth’s long-term goal is to establish a presence in each U.S. state where the sale of cannabis and CBD is not inconsistent with applicable law. Together, the combined company is expected to have a strong foundation, extensive retail relationships and infrastructure to capture significant future growth as international markets evolve.
Increase Scale and Footprint, While Creating the Preeminent U.S. Consolidator. The combined company will be one of the largest U.S. cannabis operators by market capitalization and the only North American-wide cannabis operator at significant scale. Given the combined company’s increased size, both Aphria and Green Growth shareholders should benefit from a trading multiple expansion. The benefits of scale are expected in both Canada and the U.S. when examining trading metrics for comparable companies with similar market capitalization.
Combine Aphria’s Cultivation and Production Capacity with Green Growth’s Retail Strength. The combined company will marry Aphria’s low-cost cultivation and near-term production capacity with Green Growth’s vast retail know-how to capture market share. Aphria’s current cash cost per gram is $1.76 and it projects annual capacity of over 250,000 kg by early 2019. Green Growth’s strong management team has a proven track record of delivering at the retail level and already operates or has licensing agreements in place with dispensaries in Nevada. In addition, Green Growth was recently awarded seven incremental provisional retail cannabis dispensary licenses in Nevada.
Benefit from Transformational Cannabis-Related Regulatory Changes in the World’s Largest Cannabis Market. Green Growth is in the process of rolling out a consumer-focused line of CBD-infused personal care products, including topicals and balms, and is well positioned to benefit from further expected pro-cannabis U.S. regulation. On January 10, 2019, Green Growth announced an agreement with DSW, Inc. to sell CBD-infused personal care products at 96 U.S.-based DSW stores, with an initial agreement for approximately 55,000 units. Green Growth is also partnering with additional retailers to sell CBD personal care products in U.S. states where the sale of cannabis and CBD is not inconsistent with applicable law. Further, Green Growth is working with multiple large developers who represent a network of malls to launch kiosks in prime locations throughout the U.S. in states where the sale of cannabis and CBD is not inconsistent with applicable law.
Unite Best-in-Class Management Teams: Aphria’s Pharmaceutical and Greenhouse Operational Experience and Green Growth’s Proven Retail Expertise. Aphria’s team, many of whom Green Growth hopes to retain following the successful completion of the Offer, is comprised of veterans in the greenhouse industry and proven operators of large pharmaceutical companies. Green Growth’s management has held senior positions at a number of well-known retailers including DSW, American Eagle Outfitters, and Bath & Body Works.
About the Financing
While the Offer is not subject to any financing condition, Green Growth intends to complete, immediately following the take up of Aphria Shares under the Offer, a third-party equity financing of $300 million (the “Financing”) at a share price equal to $7.00 per Green Growth share, as disclosed in the Company’s December 28, 2018 press release. The Commitment provides significant support as a backstop to the Financing. The Commitment is conditional upon the successful completion of the Offer and the take up of Aphria Shares, among other conditions outlined in the Circular. To induce the Investor to provide the Commitment, Green Growth has agreed to pay the Investor a commitment fee equal to $7.5 million, payable by issuing 2,504 Green Growth proportionate voting shares to the Investor, and to indemnify and reimburse the Investor for certain liabilities, costs and expenses. A copy of the Commitment Letter has been filed with the applicable securities regulatory authorities and is available for review under Green Growth’s profile on SEDAR.
If the Offer and the Financing are completed, it is anticipated that the Investor would own approximately 12.5% of the voting rights associated with the issued and outstanding common shares and proportionate voting shares of the combined company (or 9.8% of such voting rights if the Offer is completed but the Financing is not completed).
If the Offer and the Financing are completed, Green Growth expects to use the net proceeds of the Financing to fund the business growth of the combined company, including for working capital and general corporate purposes. There can be no assurance that the Financing will be completed or what the value of a Green Growth share will be at the time of take up of Aphria Shares under the Offer, which could be substantially less or more than $7.00 per Green Growth share.
As the Investor is a related party of Green Growth, the Commitment is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Commitment is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as neither the fair market value of the subject matter, nor the fair market value of the consideration for the Commitment exceeds 25% of Green Growth’s market capitalization. Green Growth did not file a material change report at least 21 days prior to entering into the Commitment as the value of the participation of the Investor had not been confirmed at that time.
Green Growth is also announcing the formal appointment of Peter Horvath, current Chief Executive Officer of Green Growth Brands LLC, the Company’s operating subsidiary, as Chief Executive Officer of the Company.
The Time to Act is Now. Tender Your Shares to the Offer
Consider the benefits and take the simple steps needed to tender your Aphria Shares to the Offer. The Offer expires at 5:00 p.m. (Toronto time) on May 9, 2019.
If you have any questions or require assistance, please contact Kingsdale Advisors, our Depositary and Information Agent, the information agent and depositary for the Offer, at 1-866-851-3214 (North American Toll-Free Number) or 1-416-867-2272 (Outside North America) or via email at email@example.com.
Conditions of the Offer
The Offer is conditional upon the specified conditions being satisfied, or where permitted, waived at the Expiry Time or such earlier or later time during which Aphria Shares may be deposited under the Offer, including, among others, (i) there shall have been properly and validly deposited under the Offer and not validly withdrawn at the Expiry Time that number of Aphria Shares which represents as of the Expiry Time more than 50% of the outstanding Aphria Shares, excluding any Aphria Shares beneficially owned, or over which control or direction is exercised, by Green Growth or by any person acting jointly or in concert with Green Growth; (ii) more than 66⅔% of the Aphria Shares (calculated on a fully-diluted basis) held by Aphria shareholders who are not Interested Aphria Shareholders (as defined in the Circular) shall have been validly tendered under the Offer and not validly withdrawn; (iii) all governmental, regulatory and third party approvals that the Company considers necessary or reasonably appropriate in connection with the Offer and the operation of the combined company shall have been received on terms satisfactory to the Company; (iv) there being no legal prohibition against Green Growth making the Offer or taking up and paying for the Aphria Shares; (v) the Registration Statement (as defined in the Circular) filed with the U.S. Securities and Exchange Commission (the “SEC”) shall have become effective for the purposes of United States securities laws; (vi) Aphria and its affiliates shall not have taken certain actions that could impair the ability of Green Growth to acquire Aphria Shares, diminish the economic value to Green Growth of the acquisition of Aphria, or make the acquisition of Aphria more costly in any material respect to Green Growth or that would (as determined by Green Growth in its sole judgement) make it inadvisable for Green Growth to proceed with the Offer; (vii) no material adverse change in respect of Aphria shall have occurred since December 28, 2018; (viii) Aphria and its affiliates having conducted their respective businesses in the ordinary course of business consistent with past practice at all times on or after December 28, 2018 and prior to the Expiry Time; (ix) Green Growth not becoming aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement made not misleading in the light of the circumstances in which it was made, in any document filed by or on behalf of Aphria or any of its subsidiaries with any regulatory authorities; * the shareholders of Green Growth shall have approved the issue of Green Growth Shares pursuant to the Offer in accordance with the policies of the CSE; and (xi) Green Growth not becoming aware of any information corroborating in any material respect the claims made in a December 3, 2018 report regarding Aphria’s business practices, operations, and financial condition. These conditions are described in more detail in the above referenced Circular.
The Offer is subject to certain other conditions in addition to those listed above. A more detailed discussion of the conditions to the consummation of the Offer can be found in the Offer to Purchase and Circular.
Subject to the terms and conditions of the Offer, Green Growth will take up Aphria Shares immediately following the Expiry Time and pay for the Aphria Shares deposited under the Offer as soon as possible, but in any event not later than three business days after taking up such Aphria Shares.
Subject to applicable law, Green Growth reserves the right to withdraw, vary the terms of, extend, or terminate the Offer and to not take up and pay for any Aphria Shares deposited to the Offer unless each of the conditions of the Offer is satisfied or waived, as applicable, at or prior to the Expiry Time.
Green Growth Brands has retained Canaccord Genuity as its financial advisor, Norton Rose Fulbright Canada LLP as its legal advisor, and Kingsdale Advisors as its strategic shareholder and communications advisor and depositary.
About Green Growth Brands
Green Growth Brands expects to dominate the cannabis and CBD market with a portfolio of emotion-driven brands that people love. Led by renowned retailer Peter Horvath, the Green Growth team is full of retail renegades with decades of experience building successful brands. Join the movement at GreenGrowthBrands.com.
Cautionary Statement in Forward-Looking Information
This press release contains certain statements and information which constitute forward-looking statements or “forward-looking information” within the meaning of applicable securities laws, including “future-oriented financial information” with respect to prospective financial performance, financial position, cash flows and other financial metrics that are presented either as a forecast or a projection. Wherever possible, forward-looking information can be identified by the expressions “seeks”, “expects”, “intends”, “believes”, “estimates”, “will”, “plans”, “may”, “anticipates,” “target” and similar expressions (or the negative of such expressions). The forward-looking statements or forward-looking information are not historical facts, but reflect the current expectations of Green Growth regarding future results or events and are based on information currently available to it. The forward-looking events and circumstances discussed in this release include, but are not limited to, (i) the satisfaction of the conditions of the Offer; (ii) the anticipated successful completion of the Offer; (iii) the expected completion of the proposed $300 million financing, including the timing and terms thereof; (iv) the satisfaction of the conditions of the Commitment; (v) the process and timing for obtaining the Regulatory Approvals (as defined in the Circular) applicable to the Offer and other approvals, including the approval of the shareholders of Green Growth; (vi) the expected Expiry Time; (vii) the anticipated effect of the Offer; (viii) the Company’s plans for Aphria if the Offer is successful; and (ix) expected benefits to Aphria shareholders of tendering Aphria Shares to the Offer. All material assumptions used in making forward-looking statements are based on Green Growth’s knowledge of its business and the business of Aphria, and, in some cases, information supplied by third parties, including the public disclosure made by the Company. Certain material factors or assumptions include, but are not limited to, (i) the current business conditions and expectations of future business conditions and trends affecting Green Growth and Aphria, including the U.S. and Canadian economies, the cannabis industry in Canada, the United States and elsewhere, and capital markets, and (ii) that there have been no material changes in the business, affairs, capital, prospects or assets of the Company, except as publicly disclosed by the Company before the date hereof. All forward-looking statements and forward-looking information in this press release are qualified by these cautionary statements. Green Growth believes that the expectations reflected in forward-looking statements and forward-looking information are based upon reasonable assumptions; however, Green Growth can give no assurance that the actual results or developments will be realized by certain specified dates or at all. Forward-looking statements and forward-looking information are subject to a number of risks and uncertainties that could cause actual results or events to vary materially from current expectations. In addition to risks noted elsewhere in this news release, material risks include, but are not limited to, (i) the risk that the Offer will not be commenced or that the conditions to the Offer will not be met, or met on a timely basis, or that the transaction will not be consummated for any other reason, (ii) changes in general economic conditions in Canada, the United States and elsewhere, (iii) changes in operating conditions (including changes in the regulatory environment) affecting the cannabis industry, (iv) fluctuations in currency and interest rates, availability materials and personnel, and (v) Green Growth’s ability to successfully integrate the operations of Green Growth and Aphria following completion of the Offer, including ability to retain key Aphria personnel and renegotiate certain contracts to obtain economies of scale or other synergies. Readers, therefore, should not place undue reliance on any such forward-looking information. Further, forward-looking statements and forward-looking information speaks only as of the date hereof. Green Growth disclaims any intention and assumes no obligation to update or revise any forward-looking statements or forward-looking information, even if new information becomes available, as a result of future events or for any other reason, except to the extent required by applicable securities laws.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The offer to acquire Aphria Shares and to issue securities of the Green Growth will be made solely by, and subject to the terms and conditions set out in, the Offer to Purchase and Circular and accompanying letter of transmittal and notice of guaranteed delivery.
Notice to U.S. Holders Aphria Shares
Green Growth intends to make the offer and sale of the Green Growth’s shares in the acquisition subject to a registration statement covering such offer and sale to be filed with the United States Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended. Such registration statement covering such offer and sale will include various documents related to such offer and sale. THE COMPANY URGES INVESTORS AND SHAREHOLDERS OF APHRIA TO READ SUCH REGISTRATION STATEMENT AND ANY AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH SUCH OFFER AND SALE OF GREEN GROWTH’S SHARES AS THOSE DOCUMENTS BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and shareholders of Aphria will be able to obtain the registration statement, as well as other relevant filings regarding Green Growth or the Offer, free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Green Growth will be available free of charge from Green Growth. You should direct requests for documents to Kingsdale, 130 King St West, Suite 2950, Toronto, ON M5X 1K6, Toronto, North American Toll Free Phone: 1-866-851-3214, outside North America Phone: 416-867-2272. To obtain timely delivery, such documents should be requested no later than five (5) business days before the Expiry Time.
Green Growth is a foreign private issuer and permitted to prepare the offer to purchase and takeover bid circular and related documents in accordance with Canadian disclosure requirements, which are different from those of the United States. Green Growth prepares its financial statements in accordance with International Financial Reporting Standards applicable to Canadian public companies formulated by the International Accounting Standards Board, and they may be subject to Canadian auditing and auditor independence standards. These financial statements may not be comparable to the financial statements of United States companies.
Shareholders of Aphria should be aware that owning the Company’s shares may subject them to tax consequences both in the United States and in Canada. The Offer to Purchase and Circular may not describe these tax consequences fully. Aphria shareholders should read any tax discussion in the Offer to Purchase and Circular, and are also urged to consult their tax advisors.
The enforcement by Aphria Shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that Green Growth was amalgamated under the Laws of Ontario, and Aphria was amalgamated under the Laws of Ontario, that some or all of their respective officers and directors may be residents of a foreign country, that some or all of the experts named herein may be residents of a foreign country and that all or a substantial portion of the assets of Green Growth and Aphria and said persons may be located outside the United States. Aphria Shareholders may not be able to sue Green Growth or Aphria or their officers or directors in a foreign court for violations of U.S. securities laws. It may be difficult to compel Green Growth or Aphria or their respective affiliates to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court of the United States.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATOR HAS OR WILL HAVE APPROVED OR DISAPPROVED GREEN GROWTH’S SHARES OFFERED IN THE OFFERING DOCUMENTS, OR HAS OR WILL HAVE DETERMINED IF ANY OFFERING DOCUMENTS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
GREEN GROWTH’S SHARES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED FOR OFFER AND SALE IN CERTAIN U.S. STATES WHERE HOLDERS OF APHRIA SHARES RESIDE AND NO SUCH OFFER TO SELL OR SALE, OR SOLICITATION OF AN OFFER TO BUY MAY BE MADE IN SUCH U.S. STATES.
Aphria shareholders should be aware that, during the period of the Offer, Green Growth or its affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.
For further information: Media Contact: Ian Robertson, Executive Vice President, Communication Strategy, Kingsdale Advisors, Direct: 416-867-2333, Cell: 647-621-2646, Email: firstname.lastname@example.org; Investor Contact: Peter Horvath, CEO, Green Growth Brands Inc., Phone: 614-508-4222
Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco Labs” or the “Company”), a vertically integrated multistate operator and the number one U.S. wholesaler of branded cannabis products and Bluma Wellness Inc. (“Bluma Wellness”), a vertically integrated operator in Florida, today announced the closing of the Company’s previously announced acquisition of Bluma Wellness.
– Cresco Labs now has meaningful operations in 10 states.
– The Company’s footprint includes all 7 of the top-10 most populated states in the country with cannabis programs.
– Florida, with more than 525,000 1 medical cannabis patients and a state population greater than 21 million people, represents one of the largest absolute growth opportunities among cannabis markets.
– Bluma Wellness’ competitive advantages in Florida include one of the state’s only cultivation facilities producing ultra-premium quality flower as well as a differentiated retail model including strategic, high-volume storefronts and an omnichannel sales platform.
– Operations include 8 dispensaries strategically located around the state, offering same-day delivery and curbside pickup. 7 more dispensaries are currently in permitting and/or are under construction.
– 54,000ft 2 of cultivation in Indiantown is currently under expansion and will continue to deliver premium craft flower at greater scale to support additional store openings and expanded product offerings.
“The closing today represents yet another strategic acquisition in a top-5 market that is true to our strategy – building the most strategic geographic footprint and achieving material market share positions within each state. Cresco Labs and Bluma Wellness have proven track records of operational execution and together have key advantages for growth and a clear pathway to scale. We look forward to amplifying operations and executing our playbook in Florida this year and in the years to come.” said Charlie Bachtell, CEO and Co-Founder of Cresco Labs.
“We couldn’t be more excited to begin working with Cresco Labs to execute our shared vision for aggressive expansion in Florida,” said Brady Cobb, CEO of Bluma Wellness. “Cresco’s deep operational efficiency and relentless focus on quality, combined with Bluma’s best-in-state cultivation operations and innovative approach to retail, creates the perfect operating environment for our continued success in Florida.”
The acquisition was completed by way of a plan of arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (British Columbia). Pursuant to the terms of the Arrangement, holders of common shares of Bluma Wellness (“Bluma Shares”) received 0.0859 subordinate voting shares of Cresco Labs (“Cresco Shares”) for each Bluma Share held. In total, Cresco Labs acquired 184,814,281 Bluma Shares, representing all of the issued and outstanding Bluma Shares, in exchange for 15,875,449 Cresco Shares.
It is anticipated that the Bluma Shares will be delisted from the Canadian Securities Exchange (“CSE”) as of the close of trading on April 14, 2021, and Bluma intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
Pursuant to the letter of transmittal mailed to shareholders of Bluma Wellness as part of the materials in connection with the special meeting of Bluma Wellness shareholders held on March 19, 2021, in order to receive the portion of the Cresco Shares to which they are entitled, registered holders of Bluma Shares are required to deposit their share certificate(s) or DRS statements representing their Bluma Shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary under the Arrangement. Shareholders whose Bluma Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Bluma Shares.
About Cresco Labs Inc.
Cresco Labs is one of the largest vertically integrated multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods (“CPG”) approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted national brands including Cresco, High Supply, Mindy’s Edibles, Good News, Remedi, Wonder Wellness Co. and FloraCal Farms. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at www.crescolabs.com .
Forward Looking Statements
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential’ or ‘continue’ or the negative of those forms or other comparable terms and includes, but is not limited to, statements relating to the expected timing by which Bluma Wellness will be de-listed from the CSE and the intention to apply to have Bluma Wellness cease to be a reporting issuer and terminate its public reporting obligations. The Company’s forward-looking statements involve known and unknown risks, uncertainties and other factors which may 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 statements, including but not limited to those risks discussed under “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2020 dated March 26, 2021, and other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs’ shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.
1 Florida Office of Medical Marijuana
Jason Erkes, Cresco Labs
Chief Communications Officer
Jake Graves, Cresco Labs
Manager, Investor Relations
For general Cresco Labs inquiries:
News Provided by Business Wire via QuoteMedia
Construction of New Facility Under Way
TransCanna Holdings Inc. (CSE: TCAN) (FSE: TH8) (“TransCanna” or the “Company”) is pleased to announce the appointment of commercial farming and construction expert, Josh Baker, to its Board of Directors today.
The appointment comes in conjunction with the Company’s first draw down of its recently secured $2M construction loan. Mr. Baker is the US-based lender’s nominee to the Board, who will provide guidance and stewardship while the loan is deployed to increase production capacity at the Company’s Daly Facility in Modesto, California.
Mr. Baker brings a wealth of relevant experience to the Board. He is a 6th generation farmer local to the Central Valley, with decades of experience building and operating commercial and residential family farms, giving him an intimate understanding of everything that goes into agricultural construction and how to optimally and efficiently grow and market crops.
As the Board Member representing the lender’s interests, Mr. Baker will monitor the construction project and confirm when each phase is complete.
Phase One, currently underway, includes the construction of a 6,000 sq ft vegetative room, and five new cultivation rooms that can produce up to 200 lbs of harvest every two weeks.
“I’m extremely excited to join TransCanna, and would not have joined if I didn’t see the tremendous potential here,” said Mr. Baker. “The $2M construction loan will help bring it to profitability, and I really see it becoming one of the greatest cannabis companies in California in the next three years.”
Bob Blink, Company CEO, said, “Everyone has hit the ground running with this new loan. As of today, we already have new construction workers at the facility, and expect to have plants in the new cultivation rooms within the next three weeks.”
The Company wishes to provide an update with respect to the previously announced Management Cease Trade Order (the “MCTO”) issued by the British Columbia Securities Commission on March 31, 2021. The MCTO was issued in connection with the delay by the Company in filing its annual financial statements, management’s discussion and analysis and related officer certifications for the financial year ended November 30, 2020 (collectively, the “Required Filings”) before the prescribed deadline of March 30, 2021. The Company continues to work closely with its auditor and expects to file the Required Filings on or before May 31, 2021.
The Company is providing this status update in accordance with National Policy 12-203 Management Cease Trade Orders (“NP 12-203”). The Company intends to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases. The Company confirms as of the date of this news release that there has been no material change in the information contained in the announcement issued on April 1, 2021, and there is no other material information concerning the affairs of the Company that has not been generally disclosed.
TransCanna Holdings Inc. is a California-based, Canadian-listed company building cannabis-focused brands for the California lifestyle, through its wholly-owned California subsidiaries.
TransCanna‘s wholly owned subsidiary Lyfted Farms is California’s authentic cannabis brand whose pioneering spirit has been continuously providing the finest cannabis flower genetics and cultivation methods since 1984. The Lyfted Farms brand of exclusive cannabis flower is sold at premium retailers throughout the state. With its new cultivation facility in Daly, California, the company is now poised to become one of the largest and most efficient vertically integrated cannabis companies in the California market.
On behalf of the Board of Directors
Bob Blink, CEO
Certain information in this release may contain forward-looking statements, such as statements regarding future expansions and cost savings and plans regarding production increases and financings. This information is based on current expectations and assumptions, including assumptions concerning the completion of the expansion of the Daly Facility, government approval of pro-cannabis policies, greater access to financial services and increased cultivation capacity, that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Risks that could cause results to differ from those stated in the forward-looking statements in this release include unexpected increases in operating costs, a continued strain on farmers due to fires and the Coronavirus pandemic and competition from other retailers. All forward-looking statements, including any financial outlook or future-oriented financial information, contained in this release are made as of the date of this release and are included for the purpose of providing information about management’s current expectations and plans relating to the future. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
Neither the Canadian Securities Exchange (“CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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– Virtual Investor Conferences and KCSA Strategic Communications today announced the agenda for the upcoming KCSA Cannabis Industry Virtual lnvestor Conference. Individual investors, institutional investors, advisors and analysts are invited to attend. The program opens at 10:15 AM ET, with the first live webcast at 10:30 AM ET, on Tuesday, April 20 th .
REGISTER NOW AT: https://bit.ly/329Ti0Y
It is recommended that investors pre-register and run the online system check to expedite participation and receive event updates. There are no fees to log-in, attend the live presentations or ask questions.
April 20 th Agenda:
IM Cannabis Corp.
(NASDAQ: IMCC | CSE: IMCC)
Aleafia Health Inc.
(OTCQX: ALEAF | TSX: AH)
Clever Leaves Holdings Inc.
(NASDAQ: CLVR, CLVRW)
(OTCQX: FFNTF | CSE: FFNT)
Fire & Flower Holdings Corp.
(OTCQX: FFLWF | TSX: FAF)
The Valens Company Inc.
(OTCQX: VLNCF | TSX: VLNS)
Slang Worldwide Inc.
(OTCQB: SLGWF | CSE: SLNG)
ManifestSeven Holdings Corp.
(Pink: MNFSF | CSE: MSVN)
Stem Holdings, Inc.
(OTCQX: STMH | CSE: STEM)
Australis Capital Inc.
(OTCQB: AUSAF | CSE: AUSA)
Experion Holdings Ltd.
(OTCQB: EXPFF | TSX-V: EXP)
Sugarbud Craft Growers Corp.
(OTCQB: SBUDF | TSX-V: SUGR)
Fiore Cannabis Ltd.
(OTCQX: FIORF | CSE: FIOR)
To facilitate investor relations scheduling, for more information about the program and to view a complete calendar of Virtual Investor Conferences, please visit
About Virtual Investor Conferences SM
Virtual Investor Conferences (VIC) is the leading proprietary investor conference series that provides an interactive forum for publicly-traded companies to meet and present directly with investors.
A real-time solution for investor engagement, Virtual Investor Conferences is part of OTC Market Group’s suite of investor relations services specifically designed for more efficient Investor Access. Replicating the look and feel of on-site investor conferences, Virtual Investor Conferences combine leading-edge conferencing and investor communications capabilities with a comprehensive global investor audience network.
About KCSA Strategic Communications
KCSA Strategic Communications ( www.kcsa.com ) is a fully-integrated communications agency specializing in public relations, investor relations, social media and marketing with expertise in financial and professional services, technology, healthcare, cannabis, media and energy companies. Since 1969, the firm has demonstrated strategic thinking and program execution that drives results for its clients in the ever-changing communications and digital landscape. The firm’s clients are its best references.
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Launching Digital Sales Platform
Global Wellness Strategies Inc. (CSE: LOAN) (FSE: O3X4) (OTCQB: PNNRD) (formerly Redfund Capital Corp.) (“Global” or the “Company”) announces KaleidoMyco agreement with digital marketing firm The Wolf of Marketing to launch digital sales platform.
KaleidoMyco is about the creation of a strong bond with online consumers and bucking the trend of having to go to stores during the new wave of Covid 19. Building a robust digital sales platform to immediately roll out new hemp extract infused functional mushroom SKUs is the first stage of building a trailblazer in myco wellness products.
The Wolf of Marketing was founded by Adam Stamatis, a full-service marketing agency that helps companies build an online presence and drive growth and sales. Within 20+ years, The Wolf of Marketing has become the industry’s leader for building user-friendly custom websites with time-tested digital strategies that focus on customer acquisition and retention. Adam Stamatis and The Wolf of Marketing team are excited to partner with KaleidoMyco and help identify gaps, create a better web platform, and build a customized strategy that aligns with our unique business needs.
“Creating the #1 global brand of hemp extract infused myco products is foremost to KaleidoMyco. This signing represents a major collaboration for KaleidoMyco, working together closely with Adam and his team to help build the revenues of the company. The Wolf of Marketing has the experience we’ve been looking for because they worked with top-hemp companies and increased their ROI.” Stated Meris Kott, CEO, Global Wellness Strategies Inc.
KaleidoMyco is the world’s first company combining hemp extract, adaptogens and myco based ingredients to produce world-class, data-driven, science-based wellness products. It is dedicated to driving ground-breaking innovations in the production and delivery of myco derived formulations. KaleidoMyco has a team of experts who are actively working to lay the foundation in the psilocybin space as more developments in regulation become available.
Global Wellness Strategies is a prospect generator that provides high growth companies with financial, operational, and management assistance in the fast-growing market for wellness consumer products. The focus of the Company is on global wellness, hemp and CBD, healthcare-related target companies.
Further information about the Company is available on www.SEDAR.com under the Company’s profile.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. Certain statements contained in this release may constitute “forward-looking statements” or “forward-looking information” (collectively “forward-looking information”) as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, its financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80391
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Health and wellness, beverage and natural products company BevCanna Enterprises Inc. (CSE:BEV, Q:BVNNF, FSE:7BC) recently announced that following the appointment of former Pepsi Co. executive, Melise Panetta to President of the organization. it has further bolstered its leadership team with veteran consumer packaged goods (“CPG”) expertise, which is anticipated to deepen and expand BevCanna’s existing sales and distribution network, and accelerate growth.
To that end, the announcement that it has added two veteran CPG (Consumer Packaged Goods) senior sales leaders to the organization is noteworthy. According to the release , Raffael Kapusty will join the company as Vice-President of Sales and Insights and Bill Niarchos will hold the role of Vice-President of Sales and Sales Operations.
Both executives have impressive resumes that dovetail nicely into BevCanna’s strategic growth and expansion trajectory. The release explains that the pair will work collaboratively to accelerate BevCanna’s transformation into a diversified beverage and natural products company with a multi-channel sales and distribution network.
Priorities will include further bolstering BevCanna’s white-label clientele and expanding its international CPG distribution network of U.S. and Canadian big box retailers.
To that end, Raffael Kapusty is an accomplished CPG industry leader with more than 25 years of experience in both the Canadian and U.S. retail spaces. Some of the big names she has worked with and for include ACNielsen Canada and over 100 leading Canadian & global CPG manufacturers. Notably, she has also held senior category and key account management roles at Kruger, SC Johnson and Unilever Canada.
Those relationships and expertise will be joined by Niarchos’ formidable CV which includes Director of Sales with Bayer Consumer Health and managing the strategic direction and growth of Loblaw & SDM. The veteran executive has held a number of progressive roles including Colgate Palmolive for more than 14 years and helped manage trade channels in various capacities, including as National Account Manager at Walmart and Costco.
The caliber of personnel and deep expertise in consumer-packaged goods is expected to add immense value that the Company believes will help make BevCanna a big name in its own right in the future.
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