The Needle Capital Corp. Enters into Agreement with The Flowr Corporation to Complete Business Combination and Concurrent Financing Transactions
The Needle Capital Corp. (TSXV:NEDL.P) (“Needle” or the “Company”), a capital pool company as defined under Policy 2.4 – Capital Pool Companies (“CPC”) of the TSX Venture Exchange (the “Exchange”), is pleased to announce it has entered into a business combination agreement dated August 27, 2018 (the “Agreement”) with The Flowr Corporation (“Flowr”) whereby Needle and Flowr will effect a transaction that will result in a reverse takeover of Needle by the shareholders of Flowr (the “Transaction”) to ultimately form the resulting issuer (the “Resulting Issuer”). Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue the business of Flowr subject to the terms and conditions outlined below. Needle intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in Policy 2.4 of the Exchange. In addition, the Transaction constitutes a “Non-Arm’s Length Qualifying Transaction” as defined in Policy 1.1 of the Exchange.
Flowr is a vertically-integrated Canadian cannabis company, from seed to sale, with head offices in Markham, ON and large-scale production facilities in Kelowna, B.C. Flowr’s subsidiary, The Flowr Group (Okanagan) Inc. (“Flowr Okanagan”), is a Licensed Producer under the Access to Cannabis for Medical Purposes Regulations. Flowr Okanagan was granted its production licence on December 1, 2017 and its sales licence on August 10, 2018. The current business of Flowr was originally undertaken exclusively through Flowr Okanagan. Flowr Okanagan was incorporated on June 28, 2013, under the laws of the Province of British Columbia, in the name of “Cannatech Plant Systems Inc.” to participate in the emerging market for medical cannabis. Flowr was incorporated on October 25, 2017, and on December 1, 2017, a reorganization was effected that saw Flowr introduced as the parent company of Flowr Okanagan.
For the fiscal year ended December 31, 2017, audited numbers indicate that Flowr had total assets of approximately CAD $21.5 million, total liabilities of approximately CAD $2.0 million and total equity of approximately CAD $19.5 million. For the fiscal year ended December 31, 2017, audited numbers indicate that Flowr had total revenue of $Nil and total operating loss of approximately CAD $2.8 million. As at and for the six month period ended June 30, 2018, Flowr’s unaudited interim financial statements indicate that Flowr had total assets of approximately CAD $29.1 million, total liabilities of approximately CAD $2.2 million, total equity of approximately CAD $26.9 million, total revenue of $Nil and a total operating loss of approximately CAD $6.2 million.
Summary of the Qualifying Transaction
On or immediately prior to the completion of the Transaction, Needle will effect a consolidation of the 7,200,000 common shares of Needle (the “Needle Shares”) currently issued and outstanding on a 17 to 1 basis (the “Consolidation”) resulting in an aggregate of approximately 423,529 Needle Shares.
The parties to the Transaction are at arm’s length and therefore the approval of the shareholders of Needle in respect of the Transaction will not be required. The Company held a special meeting of shareholders on April 13, 2018 whereat, among other things, the shareholders of Needle approved: (i) the Consolidation; (ii) the change of name of Needle to The Flowr Corporation or such other name as Flowr may determine and the board of directors of Needle may approve; (iii) the appointment of a new slate of directors, conditional upon completion of the Transaction; and (iv) the continuance of Needle to become a corporation governed by the Business Corporations Act (Ontario). Copies of the management information circular of Needle dated March 9, 2018, and certain related documents and agreements have been filed with Canadian securities regulators and are available at the SEDAR website at www.sedar.com under Needle’s profile.
Flowr held an annual and special meeting of shareholders on August 23, 2018 whereat, among other things, the shareholders of Flowr approved the Transaction and the Agreement.
The Agreement provides that Needle and Flowr will be completing a business combination transaction, pursuant to which the Needle Shares will be issued to holders of shares of Flowr (the “Flowr Shares”) on the basis of one post-Consolidation Needle Share for every one Flowr Share. As described below, on completion of the Transaction, the securityholders of Flowr will own a large majority of the issued and outstanding common shares of the Resulting Issuer (“Resulting Issuer Shares”) and the Resulting Issuer Shares will be listed for trading on the Exchange.
The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (ii) the absence of any material change or a change in a material fact or a new material fact affecting Needle or Flowr; (iii) completion of the Subscription Receipt Financing (as defined below); and (iv) completion of the Consolidation. There can be no assurance that the Transaction will be completed on the terms proposed above or at all.
Subscription Receipt Financing
In connection with the Transaction, Flowr proposes to complete both (i) a brokered private placement, co-led by Clarus Securities Inc. and Eight Capital (the “Co-Lead Agents”) on behalf of a syndicate of agents (together with the Co-Lead Agents, the “Agents”), and (ii) a non-brokered private placement, of up to an aggregate of 13,807,734 subscription receipts (“Subscription Receipts”) at a price of $2.60 per Subscription Receipt to raise aggregate gross proceeds of up to $35,900,108.40 (the “Subscription Receipt Financing”). Each Subscription Receipt will automatically convert into one Flowr Share on the satisfaction or waiver of all conditions precedent to the Transaction and certain other ancillary conditions (the “Release Conditions”) without any further consideration on the part of the purchaser. The gross proceeds from the Subscription Receipt Financing, less 50% of the Agents’ Commission (as defined below) and the Agents’ expenses incurred in connection with the Subscription Receipt Financing, will be held in escrow pending the satisfaction of the Release Conditions, whereupon the Flowr Shares underlying the Subscription Receipts will be issued to the purchasers and the net proceeds of the Subscription Receipt Financing will be paid to Flowr and the balance of the Agents’ Commission will be paid to the Agents.
The Agents are entitled to a cash commission payable to the Agents by Flowr on closing of the Subscription Receipt Financing in an amount equal to 6% of the gross proceeds of the Subscription Receipt Financing (and reduced to 3% on president’s list orders and 1% for the lead order) (“Agents’ Commission”). The Agents will also receive broker warrants (the “Broker Warrants”) on closing of the Subscription Receipt Financing equal to 3% of the total Subscription Receipts sold in the Subscription Receipt Financing (and reduced to 1.5% on president’s list orders). Each Broker Warrant will entitle the holder thereof to purchase one Resulting Issuer Share at an exercise price of $2.60 per share for a period of 24 months following the closing of the Subscription Receipt Financing.
In the event the Transaction does not occur by 5:00 p.m. (Toronto time) on the date that is three months from the closing date of the Subscription Receipt Financing, the gross proceeds of the Subscription Receipt Financing shall be returned to the purchasers pro rata without any deduction or interest and the Subscription Receipts shall be automatically cancelled.
Subject to applicable laws and the policies of the Exchange, it is anticipated that, upon completion of the Transaction, each Flowr Share issued pursuant to the Subscription Receipt Financing will be exchangeable into one freely tradable Resulting Issuer Share.
It is intended that the net proceeds raised pursuant to the Subscription Receipt Financing will be used for facility expansion, marketing initiatives, capacity expansion, working capital and general corporate purposes.
Details of the Proposed Transaction
The Transaction will be structured as a three-cornered amalgamation (the “Amalgamation”) pursuant to which Flowr will amalgamate with a wholly-owned subsidiary of Needle (“Subco”) to form an amalgamated entity (“Amalco”) which will continue as a wholly-owned subsidiary of Needle. In addition to the Needle common shares, options and agent’s warrants currently outstanding, the Transaction will involve the issuance of approximately 85,692,095 Resulting Issuer Shares (including the Resulting Issuer Shares issued in connection with the Subscription Receipt Financing) at a deemed issue price of $2.60 per Resulting Issuer Share (post-Consolidation) . In addition, the Corporation will issue Resulting Issuer stock options and Resulting Issuer Broker Warrants, in exchange for the outstanding Flowr stock options; and Broker Warrants, respectively.
It is expected that following completion of the Transaction, and assuming that the Subscription Receipt Financing is fully subscribed, the current holders of Needle Shares will hold approximately 0.5% of the outstanding Resulting Issuer Shares, the subscribers in the Subscription Receipt Financing will hold approximately 15.9% of the outstanding Resulting Issuer Shares and the holders of Flowr Shares will collectively hold approximately 83.6% of the outstanding Resulting Issuer Shares, all as calculated on a non-diluted basis immediately following the closing of the Transaction.
It is anticipated that immediately following the Transaction, the only shareholders that will hold greater than 10% of the issued and outstanding Resulting Issuer Shares will be:
Thomas Flow Investments Inc., governed by the laws of Canada and owned by Thomas Flow (a director of Flowr and an anticipated director of the Resulting Issuer). Thomas Flow Investments Inc. will own approximately 26,025,000 shares in the Resulting Issuer (or 18.5% of the Resulting Issuer on a fully diluted basis); and
Core Flow Canada Holdings Inc., governed by the laws of New York and of which David Miller and Steven Klein are directors (and are also anticipated directors of the Resulting Issuer). Core Flow Canada Holdings Inc. will own 49,419,014 shares, or convertible shares, in the Resulting Issuer (or 34.7% of the Resulting Issuer on a fully diluted basis).
The Resulting Issuer
Immediately prior to the completion of the Transaction, the Resulting Issuer is expected to change its name to The Flowr Corporation, and the Resulting Issuer will be an Industrial/Technology/Life Sciences issuer under the policies of the Exchange.
Concurrent with the completion of the Transaction, all directors and officers of Needle will resign and be replaced by nominees put forth by Flowr. The following individuals are expected to be appointed as new directors and/or officers of Flowr pursuant to the Transaction:
Thomas (“Tom”) Flow, President and Director
Tom is widely recognized globally for his cannabis thought leadership and expertise building and operating cannabis cultivation facilities. Tom co-founded MedReleaf in 2014 and sits on the boards of several cannabis-related companies including Plant Properties Inc.
Steven Klein, Chief Strategy Officer and Director
Steven is the Chief Executive Officer of Apple Core Holdings. Apple Core Holdings, founded in 1995, is a privately held company with investments across a range of verticals. It owns and operate hotels and event spaces, and provide seed capital to hedge funds, venture capital funds, and private equity funds. Apple Core Holdings also makes direct investments in early and mid-stage companies in a variety of fields, including Internet and mobile technologies and services, biotech, and entertainment. Previously, Steven was an attorney at Skadden Arps, and Slate, Meagher & Flom LLP.
David Miller, General Counsel and Director
David is the Chief Financial Officer and General Counsel of Apple Core Holdings (the business of which is described above). David studied accounting at The Wharton School of Business and received his law degree from Duke University.
Lyle Oberg, Chief Policy and Medical Officer and Director
Lyle was a member of the Alberta Legislature from 1993 to 2008, and was the former Alberta Minister of Finance. Lyle was also formerly a medical doctor practising in Alberta.
David Towill, Director
David is a partner at Thomas Butler LLP and primarily practices in the areas of commercial transactions, trusts/estates and real estate matters. David was educated at the University of British Columbia where he completed both a Bachelor of Arts and his Law degree.
Alexander (“Alex”) Dann, Chief Financial Officer
Alex is a bilingual chartered accountant with over 25 years of experience leading financial operations and strategic planning for multinational public companies, primarily in the mining and manufacturing sectors.
David Ralston, Chief Operating Officer
David is a senior executive with 30 years of experience in technology, service operations, sales and marketing and customer service in the telecommunications, Internet, data centre and software industries.
In addition it is anticipated that Vinay Tolia will become CEO of the Resulting Issuer and a Director once appropriate approvals are obtained.
Vinay is the managing member of Bengal Capital Trading LLC, a derivatives trading firm with a focus on listed equity options. Vinay attended the University of Michigan where he obtained a BA in economics and BSE in Industrial and Operations Engineering.
Flowr intends to apply to the Exchange for an exemption from applicable sponsorship requirements, failing which Flowr will ask Clarus Securities Inc. to act as sponsor.
About The Needle Capital Corp.
The Needle Capital Corp. is a CPC. The Company’s principal business activity is to identify and evaluate opportunities for acquisition of assets or business. The Company was incorporated on June 1, 2016, and is headquartered in Calgary, Alberta.
About The Flowr Corporation
Flowr, through its subsidiaries, is a vertically-integrated Canadian cannabis company focused on the natural science of cannabis. With head offices in Markham, ON and production in Kelowna, B.C., Flowr builds and operates large-scale, GMP compliant cultivation facilities utilizing their own patented growing systems. Flowr’s investment in research and development ensures that its master growers are able to supply patients with consistent, high-quality medicinal cannabis. With a sense of craftsmanship and a spirit of innovation, Flowr is also well positioned with a line of premium quality cannabis products for the upcoming adult-use market.
All information contained in this press release with respect to the Company and Flowr was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.
For more information or interview requests, please contact:
The Needle Capital Corp.
Daniel Lanskey – Director, President and Chief Executive Officer
61 451 558018
The Flowr Corporation
David Miller – Director and General Counsel
Alex Dann – Chief Financial Officer
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 CPC should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Needle and Flowr, the Transaction (including receipt of Exchange approval, and the closing of the Transaction and timing thereof), the board of directors and management of the Resulting Issuer and the business to be conducted by the Resulting Issuer upon completion of the Transaction, completion of the Consolidation, the number of Needle Shares to be issued in connection with the Transaction and the relative ownership thereof, and the Subscription Receipt Financing and the use of proceeds therefrom. Such statements and information reflect the current view of Needle and/or Flowr, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (i) there is no assurance that Needle and Flowr will obtain all requisite approvals for the Transaction, including the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction) or court approval of the Transaction; (ii) there is no assurance that the Subscription Receipt Financing will be completed as contemplated or at all; (iii) following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (iv) new laws or regulations could adversely affect the Resulting Issuer’s business and results of operations; and (v) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer’s securities, regardless of its operating performance. There are a number of important factors that could cause Needle’s and Flowr’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Needle; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, and general market and industry conditions. The terms and conditions of the Qualifying Transaction may be based on the Company’s due diligence and the receipt of tax, corporate and securities law advice for both the Company and Flowr. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, Flowr, their securities, or their respective financial or operating results (as applicable).
Needle cautions that the foregoing list of material factors is not exhaustive. When relying on Needle’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Needle has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Needle as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Needle does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the 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 press release.
Jim Walsh The Flowr Corporation +1-607-275-7141 firstname.lastname@example.org Bruce Dunbar The Flowr Corporation +1-917-756-4065 email@example.com
Subsequent to this press release, The Flowr Corporation went public on September 26, 2018 under the ticker symbol TSXV:FLWR.
US-based multi-state operators (MSOs) performed well during Q1, but one fund manager believes that hasn’t been reflected in their share prices.
The Investing News Network (INN) caught up with Dan Ahrens, chief operating officer and portfolio manager at AdvisorShares, to discuss the most recent operating period in the cannabis sector.
Ahrens is a big supporter of the US cannabis investment story, and follows the sector daily thanks to his role as manager of the AdvisorShares Pure Cannabis ETF (ARCA:YOLO) and the AdvisorShares Pure US Cannabis ETF (ARCA:MSOS).
“We’ve seen the Canadian (licensed producers) be really hot stock performance-wise, outpacing the US (MSOs), and I’ll say it’s rather nonsensical to me,” said Ahrens.
The exchange-traded fund manager has long been a proponent of US operators, which he believes are superior compared to the big-name Canadian cannabis companies out there.
In his eyes, investors are still failing to grasp the upside attached to US names.
From Q4 2020 to Q1 2021 Ahrens has been surprised to see Canadian producers outperform US MSOs in the stock market. “I don’t think it makes sense and I don’t think it’s going to last,” he said.
Ahrens saw optimism about US federal legalization rise in the wake of Joe Biden becoming president and the Democrats winning the Senate. But he believes the market should be prepared for any formal federal policy changes for cannabis to take time.
“People are learning the hard way that politicians have to be politicians … I never felt we were going to have any kind of nationwide legalization,” he told INN.
Last year, Ahrens published a book called “Investing in Cannabis: The Next Great Investment Opportunity.” It covers the ways cannabis investments have taken over in the stock market.
Watch the interview above for more information about cannabis investing from Ahrens.
Don’t forget to follow us @INN_Cannabis for real-time news updates!
Securities Disclosure: I, Bryan Mc Govern, hold no direct investment interest in any company mentioned in this article.
Editorial Disclosure: The Investing News Network does not guarantee the accuracy or thoroughness of the information reported in the interviews it conducts. The opinions expressed in these interviews do not reflect the opinions of the Investing News Network and do not constitute investment advice. All readers are encouraged to perform their own due diligence.
Aion Therapeutic Inc. (CSE: AION) (” Aion Therapeutic ” or the ” Company “) announced today that its proprietary and patented combinatorial mushroom preparations AION F7 and AION F8 (collectively, the ” Aion Mushroom Preparations ” or ” Preparations “) showed high efficacy in killing HER2+ breast cancer cells, ER+PR+ breast cancer cells, and triple-negative breast cancer cells by direct cytotoxicity.
As shown in recently completed third-party independent and carefully controlled 3D-spheroid cell culture studies performed at BIOENSIS laboratories, these cytotoxicity studies demonstrated direct killing of the breast cancer cells by the Aion Mushroom Preparations, which suggests such preparations may be effective in treating HER2+ breast cancer, ER+/PR+ breast cancer, and the very difficult to treat triple-negative breast cancer, with each of these types of breast cancers tested independently.
In separate independent studies at BIOENSIS laboratories using the Antibody-Dependent Cellular Cytotoxicity (ADCC) assay and the Antibody-Dependent Cellular Phagocytosis (ADCP) assay, the Aion Mushroom Preparations also demonstrated enhanced cell killing of HER2+ breast cancer cells via stimulation of the immune system. The Preparations showed similar effectiveness as trastuzumab, a monoclonal antibody treatment sold under the brand name Herceptin, manufactured by Roche and is a US FDA approved medication useful for treating HER2+ breast cancer that is either early-stage or advanced-stage/metastatic. Herceptin (trastuzumab) is the leading breast cancer drug with annual global sales of around $7 billion . 1 Other FDA approved biosimilar trastuzumab products include: Trazimera (Pfizer), Kanjinti (Amgen), Ontruzant (Merck), Herzuma (Teva), and Ogivri (Mylan). When Aion Mushroom Preparations were combined with Trastuzumab, there was a greater than 60% increase in the killing of HER2+ breast cancer cells when compared to Trastuzumab used alone.
Based on these results, Dr. Herbert A. Fritsche , Chief Science Officer of Aion Therapeutic and former Professor and Director of Clinical Chemistry at the University of Texas , MD Anderson Cancer Center, stated, “The extremely exciting results obtained from these independent 3D cell culture studies suggests that when appropriate Aion Mushroom Preparations are used together, they may offer a dual approach to the killing of HER2+ breast cancer cells through two separate and distinct pathways (direct cytotoxicity and antibody dependent cytotoxicity). The significant improvement in cancer cell cytotoxicity that was observed when the Preparations were combined with Trastuzumab warrants immediate further investigation in breast cancer patients.” Dr. Fritsche continued, “We look forward to the next step of initiating clinical trials of the Aion Mushroom Preparations with and without Herceptin (and other trastuzumab biosimilars) for the treatment of HER2+ breast cancer patients as well as the Aion Mushroom Preparations alone in ER+/PR+ breast cancer and triple-negative breast cancer patients.”
“Each year more than 1.6 million new cases of breast cancer are diagnosed globally, making it the most common cancer among women, and more than 500,000 women will die of the disease,” said Graham Simmonds , Executive Vice Chair and CEO of Aion Therapeutic. He added, “We are excited that these Aion Mushroom Preparations that have shown very encouraging initial test results will be developed to be transformative in how women are treated globally.”
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.
BIOENSIS is the solution of choice of predictive pharmacology needs led by a scientific team with more than 40 years of combined experience in preclinical pharmacology, BIOENSIS is the premiere innovator of 3D pharmacology technologies that more accurately recapitulate the microenvironment of human tissues and tumors. Their cutting-edge technology has been validated and optimized in more than 130+ cell lines and primary tissues, and their flexible technology enables assay customization and optimization for additional cell lines and organ tissues. They have a demonstrated track record of unparalleled commitment to and collaboration with customers to achieve their predictive pharmacology objectives.
About Aion Therapeutic Inc.
Aion Therapeutic Inc. through its wholly-owned subsidiary, AI Pharmaceuticals Jamaica Limited, is in the business of research and development, treatment, data mining and state-of-the-art artificial intelligence (machine learning) techniques, focused on the development of combinatorial pharmaceuticals, nutraceuticals and cosmeceuticals utilizing compounds from cannabis (cannabinoids), psychedelic mushrooms (psilocybin), fungi (edible mushroom), natural psychedelic formulations (Ayahuasca), and other medicinal plants in a legal environment for this type of discovery. In addition, Aion Therapeutic is creating a strong international intellectual property portfolio related to its discoveries.
DISCLAIMER & READER ADVISORY
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “may”, “projected”, “estimated” 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 and the commercialization and use of the Aion Mushroom Preperations. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include regulatory and other third-party approvals; licensing and other risks. The forward-looking information contained in this release is made as of the date hereof and the parties are 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.
1 Forbes: Can Roche’s Blockbuster Drug Herceptin’s Sales Grow?
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Nextleaf Solutions Ltd. (CSE: OILS) (OTCQB: OILFF) (FSE: L0MA) (“Nextleaf”, “OILS”, or the “Company”) , the world’s most innovative cannabis processor, is pleased to announce that its wholly-owned subsidiary Nextleaf Labs Ltd. (“Nextleaf Labs” or “Labs”) has completed an inaugural bulk CBD distillate delivery to a U.S.-listed, Canadian-based global cannabis company. The Company anticipates similar orders on an ongoing basis.
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While the Canadian cannabis sector continues to mature as the world’s largest federally legal cannabis jurisdiction, the global demand and acceptance of CBD-based products continues to increase. In December 2020, Israel signed a regulatory amendment permitting the use of CBD in cosmetics and food products, and in February 2021 plant-derived CBD was added as a legal ingredient in cosmetics by a key market regulator for trade in the European Union. According to New Frontier Data, U.S. consumer spending on CBD reached $3.8 billion USD in 2020 and the demand is expected to reach as high as $8 billion USD by 2025. In a separate report from New Frontier Data titled “2021 U.S. Cannabis Consumer Evolution: Archetypes, Preferences, and Behaviors,” 54% of consumers say they have tried a CBD-only product in 2021, compared to 33% in 2018.
“Amidst the global acceptance of CBD as a therapeutic drug, Health Canada has begun the process of reviewing CBD and regulating it differently than THC,” said Paul Pedersen, CEO of Nextleaf Solutions. “Based on this, we believe the CBD market in Canada is at a fraction of its potential, particularly if CBD products are made available in your local grocers, gas stations, and other traditional points of retail, once the review is complete. We plan on our CBD segment being a major revenue source for Nextleaf thanks to the competitive advantage of our technology and our ability to produce high purity CBD oils at a low cost per molecule. Completing and delivering the first order with a premium partner is a major milestone for OILS. Working with a partner of this magnitude is further validation of our technology and we are ecstatic to power their CBD-focused brands with OILS’ high purity, low-cost CBD ingredients,” said Pedersen. “We believe this is the beginning of a long-term relationship and we look forward to updating our stakeholders and the broader market as we progress.”
Nextleaf is an innovative cannabis processor that owns one of the largest portfolios of U.S. patents for the extraction, distillation, and delivery of cannabinoids. Through its wholly-owned subsidiary Nextleaf Labs Ltd, a licensed processor, the Company is a low-cost producer of cannabis distillate and private label THC & CBD oils. Nextleaf’s proprietary closed-loop automated extraction plant in Metro Vancouver has a design capacity to process 600 kilos of dried cannabis into oil per day. The Company owns 13 U.S. patents and has been issued over 70 patents globally. Nextleaf is developing delivery technology through its Health Canada Research Licence with sensory evaluation of cannabis via human testing. The Company’s patent pending RAPID Emulsion Technology by OILS™ powers differentiated ingestible cannabis products.
For more information please contact:
604-283-2301 (ext. 219)
On behalf of the Board of Directors of the Company,
Paul Pedersen, CEO
Certain statements contained in this press release constitute “forward-looking statements”. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s ability to capitalize on its IP portfolio, the Company’s strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to the risk factors discussed in the Company’s MD&A for the most recent fiscal period. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law. The CSE has not reviewed or approved the contents of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/81142
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Canopy Growth Signs U.S. Distribution Agreement with Southern Glazer’s Wine & Spirits for CBD Beverage Portfolio
The Company Will Tap into Southern Glazer’s Established Distribution Network to Bring Quatreau, its CBD-Infused Sparkling Water, to U.S. Retailers
Canopy Growth Corporation (“Canopy Growth”) (TSX: WEED) (NASDAQ: CGC), a world-leading diversified cannabis, CBD and vaporization device company, today announced Southern Glazer’s Wine & Spirits (“Southern Glazer’s”), the world’s pre-eminent distributor of beverage alcohol, as the distribution partner for its U.S. portfolio of CBD-infused beverages. This partnership announcement follows the recent launch of Quatreau Canopy’s first line of CBD-infused beverages sold in the U.S market.
“Through this groundbreaking partnership, we will leverage Southern Glazer’s established distribution network to bring our CBD beverage portfolio to retailers and consumers across the U.S. market,” said Julious Grant , Chief Commercial Officer, Canopy Growth. “The leadership team at Southern Glazer’s shares our values, priorities, and future-forward view of the category. Together, we are committed to creating an immediate strategic route to market for Canopy’s premium CBD beverages.”
Southern Glazer’s will distribute Canopy Growth’s CBD beverages, beginning with its CBD-infused sparkling water brand Quatreau™, across seven states, with additional states in the months to come. Southern Glazer’s will be selling Quatreau™ through its existing commercial infrastructure, including its industry-leading Proof ® e-commerce platform at sgproof.com . Canopy Growth is one of the first U.S. CBD beverage producers to access the nationwide network of a large-scale alcohol distributor to reach consumers across the U.S. at mainstream retail stores. The agreement also showcases the benefits of the company’s strategic relationship with Constellation Brands, the global beverage leader.
“This agreement reinforces our consumer-focused approach to identifying emerging growth areas where we can add value for our customers,” said David Chaplin , Chief Growth Officer, Southern Glazer’s Wine & Spirits. “There is strong consumer interest in the CBD-infused beverage category and our distribution network is uniquely positioned to deliver the most efficient and effective route-to-market for CBD suppliers and retail customers. We’re proud to align with Canopy Growth, a company well-positioned to lead this product category with a portfolio of premium, highly desirable consumer brands.”
“Innovation in the beverage industry like we are seeing from Canopy Growth brings new energy to the marketplace and increases the level of consumer interest in all our products,” added John Wittig , Chief Commercial Officer, Southern Glazer’s Wine & Spirits. “We are excited to be adding Quatreau as the first CBD-infused beverage in our portfolio.”
Quatreau sparkling water contains 20 mg of premium, U.S. grown hemp-based CBD, in four refreshing flavors: Cucumber + Mint, Passion Fruit + Guava, Blueberry + Acai, and Ginger + Lime. With an MSRP of $3.99 per 12-ounce can, Quatreau is a functional zero-sugar drink that delivers a natural, low calorie beverage alternative. The stateside launch follows the successful 2020 rollout of Quatreau in Canada , where it is now the top-selling ready-to-drink CBD beverage.
For more information about Canopy Growth, visit www.canopygrowth.com .
About Canopy Growth Corporation
Canopy Growth (TSX:WEED, NASDAQ:CGC) is a world-leading diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, we offer product varieties in high quality dried flower, oil, soft gel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Our global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its color-coded classification system and is a market leader in both Canada and Germany . Through our award-winning Tweed and Tokyo Smoke banners, we reach our adult-use consumers and have built a loyal following by focusing on top quality products and meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada , the United States , and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and has introduced additional federally-permissible CBD products to the United States through our First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands. For more information visit www.canopygrowth.com .
About Southern Glazer’s Wine & Spirits
Southern Glazer’s Wine & Spirits is the world’s pre-eminent distributor of beverage alcohol, and proud to be a multi-generational, family-owned company. The company has operations in 44 U.S. states, the District of Columbia and Canada . Southern Glazer’s urges all retail customers and adult consumers to market, sell, serve and enjoy its products responsibly. For more information visit www.southernglazers.com . Follow us on Twitter and Instagram @sgwinespirits and on Facebook at Facebook.com/SouthernGlazers .
Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable U.S. and Canadian securities laws (collectively, “forward-looking statements”), which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “strategy,” “estimate,” “expect,” “project,” “projections,” “forecasts,” “plans,” “seeks,” “anticipates,” “potential,” “proposed,” “will,” “should,” “could,” “would,” “may,” “likely,” “designed to,” “foreseeable future,” “believe,” “scheduled” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, financial results, results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. A discussion of some of the material factors applicable to Canopy Growth Corporation (“Canopy”) can be found under the section entitled “Risk Factors” in Canopy’s Annual Report on Form 10-K for the year ended March 31, 2020 , filed with the Securities and Exchange Commission and with applicable Canadian securities regulators, as such factors may be further updated from time to time in its periodic filings with the Securities and Exchange Commission and with applicable Canadian securities regulators, which can be accessed at www.sec.gov/edgar and www.sedar.com , respectively. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the filings. Any forward-looking statement included in this press release is made as of the date of this press release and, except as required by law, Canopy disclaims any obligation to update or revise any forward-looking statement. Readers are cautioned not to put undue reliance on any forward-looking statement. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
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Canbud Distribution Corporation (CSE: CBDX) (FSE: CD0) (“Canbud” or the “Corporation”) announces its subsidiary Empathy Plant Co. has completed the full development of its vegan multivitamin formula exclusively for women.
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This formula was developed to provide the market with a daily female specific multivitamin offering in 100% compostable packaging. The multivitamin will work synergistically with Empathy Plant Co’s. Green Energy and Complete Plant Protein products and will be sold as a plant-based health system. It will be available in vegetable capsules and will provide the following benefits:
1. Promotes overall health
2. Supports hormone balance
3. Supports hair, skin, and nail health
4. Supports metabolism
5. Increased energy
6. Immune function
7. Bone health
8. Eye health
9. Muscle function
10. Source of antioxidants
Canbud’s CEO, Steve Singh, comments: “We continue to add products that support our health and wellness theme. As we near commercialization I’m very excited to see our innovation pipeline strengthen and believe it will give us a great competitive advantage in a highly coveted consumer demographic.”
The time of market release will be announced at a further date once production timelines are finalized.
Canbud Distribution Corporation is a science and technology health and wellness company that encompasses plant based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and hemp cannabinoids (CBD) verticals.
For further information, please contact:
Robert Tjandra, President and COO
Tel: 1 416 847 7312
Notice Regarding Forward Looking Information
This news release is not an offer to sell, or a solicitation of an offer to buy or sell, any securities of the Corporation and may not be relied upon in connection with the purchase or sale of any such security.
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. The forward-looking information contained in this news release represents the expectations of the Corporation as of the date of this news release and, accordingly, is subject to change after such date. Forward-looking information includes information including statements with respect to the future exploration performance of the Corporation. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by the Corporation at the date the forward-looking information is provided, are inherently subject to significant risks, uncertainties, contingencies, and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to (i) adverse market conditions; (ii) risks inherent in the CBD, psychedelics and vegan protein industries in general or (iii) risks generally associated with the Corporation’s business, as described in the Corporation’s public filings on SEDAR, which readers are encouraged to review in detail prior to any transaction involving the securities of the Corporation. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Corporation does not intend to update these forward-looking statements. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date.
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