Panda Capital Inc. (TSX-V: PDA.H) (“Panda“) is pleased to announce that it has entered into a definitive amalgamation agreement dated effective November 30, 2016 (the “Amalgamation Agreement“) with ABcann Medicinals Inc. (“ABcann“), an arm’s length Ontario-based licensed producer of medical cannabis, pursuant to which Panda has agreed to acquire all of the securities of ABcann by way of a three-cornered amalgamation (the “Transaction“) between Panda, ABcann and a wholly-owned subsidiary of Panda formed for the purpose of completing the amalgamation (“Newco“). Pursuant to the terms of the Amalgamation Agreement, the shareholders of ABcann will receive one common share of Panda (each, a “Panda Share“) for each ABcann common share (each, an “ABcann Share“) held. In connection with the completion of the Transaction, Panda intends to change its name to “ABcann Global Corporation” or such other name as may be agreed by the parties.

The Transaction will result in the reverse takeover of Panda by ABcann and will constitute Panda’s Qualifying Transaction (as defined in the policies of the TSX Venture Exchange (the “TSX-V“)). Panda and ABcann are parties dealing at arm’s length, therefore the Transaction will not be a non-arms’ length transaction under the policies of the TSX-V. Upon successful completion of the Transaction, it is anticipated that Panda will be listed as a Tier 2 Industrial issuer on the TSX-V.


About ABcann Medicinals Inc.

ABcann, a company incorporated under the laws of the Province of Ontario, was one of the first companies to obtain a productionlicense under the Marihuana for Medical Purposes Regulations, which it received on March 21, 2014. It also obtained a sales license on December 31, 2015. Situated in Napanee, Ontario, ABcann has spent the last two years focused on changing the face of medical cannabis. ABcann intends to be the first company to have repeatable products in multiple continents and to provide standardized medical cannabis to the world. Its flagship facility contains proprietary plant growing technology, combining the concepts, systems and components to produce high yielding plants, which, in turn, can generate high quality products that are consistent from batch to batch.

ABcann grows its plants in controlled environmental chambers, where every key variable in the growing process is optimized to achieve the consistency that is needed for a standardized product. ABcann is able to control environmental and nutrient demands, tailor made for a particular strain of cannabis, without the variation that is typical when producing large quantities in less-controlled, larger rooms and greenhouse-type structures, giving ABcann the ability to produce pharmaceutical grade, plant-based medicine that can be prescribed with confidence.

ABcann has invested $20.8 million in its current operations and international expansion plans, which include:

  • a developed and skillfully managed 14,000 square foot facility in Napanee, where ABcann currently carries out its primary activities;
  • the acquisition of approximately 50 acres on three adjoining parcels of land (all of which are wholly-owned, directly or indirectly, by ABcann) and the anticipated acquisition of an additional parcel of approximately 16 acres, bringing its total additional acres to 66 acres; and
  • the plan to commence construction for Phase 1 development of a new 952,000 square foot facility on these new properties, with the initial buildout comprising approximately 70,000 square feet.

The current directors of ABcann are John Molloy, Ying (Jenny) Guan, Timothy Humberstone, Dennis Chadwick and Paul Lucas, all of whom are residents of Ontario. Mr. Molloy and Ms. Guan are also officers of ABcann. The controlling shareholder of ABcann is the Linda Smith Family Trust, a trust formed under the laws of the Province of Ontario, the trustee of which is Kenneth Clement, also a resident of Ontario.

Terms of the Transaction

It is anticipated that the completion of the Transaction will involve, among other things, the following steps, but the parties may agree to a different structure based on tax efficiencies and the advice of legal and financial advisors:

  • certain outstanding convertible debt of ABcann will be converted into ABcann Shares;
  • ABcann and Newco will amalgamate, with the amalgamated company being a wholly-owned subsidiary of Panda;
  • holders of ABcann Shares will receive one Panda Share for each ABcann Share held;
  • outstanding ABcann warrants, options and other convertible securities will become exercisable into Panda Shares, in accordance with the terms thereof; and
  • Panda will complete a financing to raise gross proceeds of at least $5 million, on terms to be determined, which will be disclosed in a subsequent news release (the “Concurrent Financing“).

As at the date hereof, there are 2,812,500 Panda Shares and 65,264,681 ABcann Shares issued and outstanding, on an undiluted basis. Certain of the Panda Shares issuable pursuant to the Transaction and the Concurrent Financing will be subject to the escrow requirements of the TSX-V or hold periods as required by applicable securities laws. It is not expected that shareholder approval will be required for the Transaction under the policies of the TSX-V. A summary of significant financial information with respect to ABcann will be included in a subsequent news release.

Completion of the Transaction will be subject to certain conditions, including:

  • completion of satisfactory due diligence by the parties;
  • Panda and ABcann obtaining the consent of any parties from whom consent to the consummation of the Transaction is required, including shareholders of ABcann, the TSX-V and other applicable regulatory authorities, and the shareholders of Panda, if required;
  • completion of the Concurrent Financing;
  • insiders of Panda entering into applicable escrow or pooling agreement as may be required by the TSX-V;
  • delivery of all customary closing documentation as set out in the Amalgamation Agreement; and
  • other standard closing conditions, including there being no material adverse change in relation to the business of Panda or ABcann, the representations and warranties of the parties in the Amalgamation Agreement remaining true and accurate of at the closing of the Transaction, and there being no material action, claim, demand, investigation or other proceeding in progress, pending or threatened against Panda or ABcann, which involve the reasonable likelihood of any judgment or liability against either party.

Sponsor

The Transaction will be subject to the sponsorship requirements of the TSX-V, unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent Panda press release.

Directors, Officers and Insiders

Upon completion of the Transaction, it is expected that all directors and officers of Panda, other than Aaron Keay who will remain as a director, will resign and be replaced by directors and officers agreed to by Panda and ABcann in accordance with the terms of the Amalgamation Agreement. Once identified, information with respect to the proposed directors and officers will be included in a subsequent news release.

Trading in Panda Shares

Trading in the Panda Shares has been halted in compliance with the policies of the TSX-V, and will remain halted pending review by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is likely that trading in the Panda Shares will not resume prior to Closing.

General

Further details about the proposed Transaction, the Concurrent Financing and the resulting issuer will be provided in the disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

All of the information included in this news release with respect to ABcann has been provided by management of ABcann and has not been independently verified by Panda at this time.

Panda has amended the terms of its previously announced private placement of debentures such that the debentures will only convert into units of Panda in the event that the Transaction is completed. If the Transaction is not completed, the debentures will convert only into Panda Shares.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V has in no way passed on the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD OF DIRECTORS OF PANDA CAPITAL INC.

“Aaron Keay”
Aaron Keay
Director

For further information, please contact Aaron Keay by phone at (604) 323-6911 or by email at aaron@informcapital.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding Panda’s proposed Qualifying Transaction and ABcann’s future business plans. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include statements relating to the Transaction; terms of the Transaction and the Concurrent Financing; ABcann’s intention to become the first company to have repeatable products in multiple continents and to provide standardized medical cannabis to the world; the consistency of ABcann’s product; and ABcann’s future site development plans. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including the risk that the TSX-V may not approve the Transaction; that the Transaction may not be completed for any other reason; or that factors may occur which impede or prevent ABcann’s future development plans. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits Panda will obtain from them. Readers are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. These forward-looking statements are made as of the date hereof and Panda disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

SOURCE: Panda Capital Inc.

Source: www.fscwire.com

ARCOLOGY NETWORK ACHIEVES MAJOR TECHNICAL MILESTONES TOWARD POTENTIAL COIN OFFERING

Codebase Ventures Inc. (“Codebase” or the “Company”) (CSE:CODE)(FSE:C5B)(OTCQB:BKLLF) is excited to announce that the Company’s holding, Arcology, a cluster-computing powered AI blockchain ecosystem with unlimited scalability, is exploring a potential coin offering, following the results of its first Testnet where the Arcology team achieved major product development milestones

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Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that a class action lawsuit has been filed in the United States District Court for the District of New Jersey on behalf of investors that purchased Aurora Cannabis, Inc. (NYSE: ACB) securities between February 13, 2020 and September 4, 2020 (the “Class Period”). Investors have until December 1, 2020 to apply to the Court to be appointed as lead plaintiff in the lawsuit.

Click here to participate in the action.

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The coming together of two Canadian beverage industry leaders will form a unique vertical in the plant-based mineral and cannabis beverage sectors

Not for Distribution to U.S. Newswire Services or for Dissemination in the United States

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The potential for new disease research and treatments is expanding thanks to the global adoption of marijuana for medical purposes.

As more countries open the doors to the use and investigation of cannabis, medical applications for the drug are set to expand — indeed, the substance has already shown much promise.

However, in terms of treating skin cancer patients, currently the promise of cannabis outpaces any medically confirmed results or applications.

Though there may be individual cases crediting the drug, cannabis and its derivatives are not being applied to treat skin cancer — at least not yet. Read on to learn about the current situation and future possibilities.

Skin cancer, cannabis and medical research

According to the American Cancer Society, skin cancer is the most common type of cancer, accounting for over 5 million cases per year. This category holds many different variations, but the main three types are basal cell carcinomas, squamous cell carcinomas and melanomas; the rest are considered rare.

Melanomas develop in specific areas like the neck and face and can be more serious than their counterparts. Basal and squamous cancer cells, on the other hand, develop based on a person’s sun exposure and mostly appear on the head and neck.

The Canadian Cancer Society states that treatments for non-melanoma skin cancer include surgery, radiation therapy, photodynamic therapy and drug therapy, including the use of topicals.

In the future, cannabis and cancer could be paired up as more research across the globe begins to take place and companies look for new medications and formulations, boosted by the early successes of the drug.

Changes are happening slowly, with one serious improvement being when GW Pharmaceuticals (NASDAQ:GWPH) obtained approval in the US for its cannabidiol (CBD) solution, which treats seizures associated with Lennox-Gastaut syndrome or Dravet syndrome in toddlers.

After going through its clinical trials, the company’s Epidiolex drug received approval from the US Food and Drug Administration, signaling that top medical agencies are ready to confirm the medical prowess of cannabis and its derivatives for the benefit of patients.

Cannabis entering the skincare space

Looking more specifically at cannabis and skin ailments, the National Eczema Association has vouched for CBD as an option in the treatment of eczema, a skin disease that affects over 30 million people in the US.

“It has long been observed that cannabinoids possess anti-inflammatory, antimicrobial and anti-itch qualities,” the Independent reported.

A study from the the University of Colorado School of Medicine is looking further into the use of CBD for patients with psoriasis or eczema who have tried using topical steroids or topical immunomodulators.

Robert Dellavalle, professor of dermatology with the University of Colorado, told Inside Science that CBD products are growing in popularity, but the results are not being collected as properly as they could be.

“I believe it’s a wide-open horizon with tremendous potential that needs to be investigated, but there are a number of regulatory hurdles that need to be overcome and that’s where we are,” he said.

A medical study from the University of Colorado’s Anschutz Medical Campus shows the anti-inflammatory sensibilities of cannabinoids are the main reason why cannabis may be potent in combating skin diseases.

As part of its guide for healthcare practitioners, Tilray (NASDAQ:TLRY) indicates that medical cannabis could aid patients with inflammatory skin diseases such as dermatitis, psoriasis and pruritus.

“And while this research is still relatively formative, the results achieved so far clearly indicate its value and the promising potential of cannabis as effective medicine,” Tilray states.

Dave Berg, chief technology officer for software company Strainprint, told the Investing News Network the lack of sophisticated research has impacted the development of novel therapies for patients using cannabis.

“It’s been very difficult for people to study cannabis in a clinical way, but there’s been a ton observational data … There’s no really strong observational data set that allows us to make proper decisions,” Berg said.

In an effort to increase the research options available for cannabis, the Canadian federal government announced in 2018 that it would spend C$10 million over five years in order to assess the impact of cannabis use on the mental health of Canadians.

The government also promised C$10 million to the Canadian Center on Substance Use and Addiction for research purposes.

CBD skincare products getting traction

Amid developments geared at solving specific skin issues, more general CBD skincare products are also gaining popularity among many consumers.

For example, the introduction of cosmetics with cannabis elements, supported by Canadian licensed producers, is another upcoming element for the skin treatment segment of consumers. While not medical, this avenue does offer more options in terms of cannabis uses.

The endorsement from consumers for CBD ointments and other topicals for skincare has been documented with multiple products launched in the fractured US cannabis market.

One downside of the growth in these products is that it has led companies to make more and more claims about how these items can help with skin conditions. One study from the Journal of the American Medical Association warns that CBD products are often mislabeled online.

Takeaway on cannabis and skin cancer

In order for skin cancer patients to see the potential benefits from treatment with medical cannabis, much still has to change in Canada and abroad.

As the medical and recreational sections of the cannabis space continue drifting apart thanks to legalization efforts, the medical space should get more time to properly research and investigate the drug’s applications.

The early position CBD has gained in terms of skin maintenance and treatment could lead to further research on its impact on more serious diseases.

What’s more, GW Pharmaceuticals’ success, along with increased awareness of the medical benefits of cannabis, is moving the needle on research efforts geared at finding out how capable the drug will be in the medical space.

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The growth of the cannabis industry has made it possible for companies to offer many different investment opportunities through the major exchanges in Canada.

Previously known as the Canadian Venture Exchange, the TSX Venture Exchange is the sibling of Canada’s main listings board, the larger Toronto Stock Exchange.

For those interested in investing in cannabis companies, this exchange offers a variety of cannabis-related businesses, from growers to biotech companies looking for cannabinoid therapies.

Here the Investing News Network offers investors a growing list of all cannabis-related companies listed on the TSXV. Read on to learn more about them and their businesses.

48North (TSXV:NRTH)

This company is a marijuana producer looking to offer a variety of products for the recreational market in Canada, including for the health and wellness industry. 48North is a licensed outdoor grower of cannabis.

Auxly Cannabis Group (TSXV:XLY,OTCQX:CBWTF)

Created by Chuck Rifici, co-founder of Tweed, Auxly Cannabis Group operates as a cannabis streaming investment firm looking to boost various plays related to the sector.

Avricore Health (TSXV:AVCR)

While Avricore Health operates as a healthcare technology company, in 2017 the firm made a deal with Emerald Health Therapeutics (TSXV:EMH,OTCQX:EMHTF) for the right to develop and sell endocannabinoid products in Canada to licensed pharmacies.

CanadaBis Capital (TSXV:CANB)

This cannabis company is targeting the Canadian market through a business model that is focused on cultivation, research, product development, retail and hemp.

Emerald Health Therapeutics

This Canadian cannabis company holds a variety of growing assets in the country. The firm holds a 50/50 joint venture for the management of a grower in BC with Village Farms International (TSX:VFF,NASDAQ:VFF).

EnWave (TSXV:ENW,OTC Pink:NWVCF)

EnWave is a technology company that has centered itself in the cannabis business thanks to its Radiant Energy Vacuum drying technology for organic materials. It effectively decreases the time from the harvest to the sale of cannabis products.

Elixxer (TSXV:ELXR,OTCQB:ELIXF)

Through its partners, investment firm Elixxer presently has significant interests in Australia, Jamaica, Switzerland, Italy and Canada.

Eve & Co. (TSXV:EVE,OTCQX:EEVVF)

Eve & Co. is a Canadian cannabis producer that, thanks to its subsidiary Natural MedCo, is targeting female consumers, specifically with premier brands.

Experion Holdings (TSXV:EXP,OTCQB:EXPFF)

Formerly known as Viridium Pacific Group, this cannabis investment firm holds a portfolio of assets, including its licensed producer Experion Biotechnologies in BC.

The Flowr Corporation (TSXV:FLWR,OTC Pink:FLWPF)

The Flowr Corporation is a vertically integrated cannabis company working on the cultivation and sale of medical and recreational marijuana in Canada.

FluroTech (TSXV:TEST,OTCQB:FLURF)

FluroTech is a technology company working on a cost-effective testing platform for the cannabis industry at large. The company’s proprietary CompleTest employs fluorescence spectroscopy technology to measure the specific contents of the product.

GTEC Holdings (TSXV:GETC,OTCQB:GGTTF)

This Kelowna-based cannabis company is vertically integrated, with operations in the cultivation, extraction and analytical testing sectors. The company is also pursuing retail operations through various investments.

Harvest One Cannabis (TSXV:HVT,OTCQX:HRVOF)

Harvest One Cannabis is a cannabis company with production and assets spread across Canada, Europe, Israel and Australia. The company gains its reach thanks to its three subsidiaries: United Greeneries, Satipharm and Dream Products.

Hill Street Beverage Company (TSXV:BEER)

This beverage maker has made its name thanks to its development of non-alcoholic beverages. Now the firm will offer consumers cannabis-infused drinks.

INDIVA (TSXV:NDVA,OTCQX:NDVAF)

INDIVA is a company focused on the supply of medical cannabis. Through an acquisition, it holds a licensed producer with an indoor cannabis facility in Ontario.

Khiron Life Sciences (TSXV:KHRN,OTCQB:KHRNF)

Khiron Life Sciences is a Colombia-based cannabis company raising capital in Canada. The firm has declared that it will seek to expand its presence through Latin America, including Mexico.

Meta Growth (TSXV:META)

This company is a retail operator managing cannabis shops across Canada. Meta Growth manages two recreational store brands: Meta Cannabis Supply and NewLeaf Cannabis.

Namaste Technologies (TSXV:N,OTCQB:NXTTF)

After a tumultuous management change, Namaste Technologies has centered back on its investments and the development of its marijuana play, which includes its online platform of cannabis consumer information.

Naturally Splendid Enterprises (TSXV:NSP,OTCQB:NSPDF)

Naturally Splendid Enterprises is a biotech company developing hemp products for consumers in the health and wellness space. It plans to pursue a stake in the edible cannabidiol market as well.

Pharmacielo (TSXV:PCLO,OTCQX:PCLOF)

Pharmacielo is another cannabis company originally from Colombia raising capital in the Canadian markets. The company is headquartered in Canada, but operates part of its marijuana growing in Colombia.

Radient Technologies (TSXV:RTI,OTCQX:RDDTF)

Radient Technologies is an extraction technology company that has dabbled in the cannabis sector thanks to a partnership with licensed producer Aurora Cannabis (TSX:ACB,NYSE:ACB).

Relevium Technologies (TSXV:RLV,OTC Pink:RLLVF)

Thanks to its subsidiary Biocannabix, this company has a cannabis play in the development of pharmaceutical-grade products infused with cannabinoid formulations.

SugarBud Craft Growers (TSXV:SUGR)

Like some other Canadian cannabis producers, this Alberta company specializes in growing and developing craft-style premium cannabis products.

Target Capital (TSXV:TCI)

Doing business as CBi2 Capital, this Alberta-based company’s investment strategy focuses on developing and managing a diversified portfolio of predominantly early stage cannabis opportunities.

Tetra Bio-Pharma (TSXV:TBP,OTCQB:TBPMF)

Tetra Bio-Pharma is researching and developing medicines based on cannabis and its elements.

Therma Bright (TSXV:THRM)

Therma Bright is a medical device company that has a subsidiary seeking to carve up a space in the technology space for medical and recreational marijuana thanks to its pain relief device.

WeedMD (TSXV:WMD,OTCQX:WDDMF)

WeedMD is another Canadian cannabis producer making product for the medical and recreational markets in Canada. Its subsidiaries include WeedMD Rx and CX Industries.

YSS (TSXV:YSS,OTC Pink:YSSCF)

YSS operates as an adult-use cannabis retailer with 17 stores in Canada.

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