Cannabis News

Nutritional High International Inc. (CSE: EAT) ("Nutritional High" or the "Company") is pleased to provide an update on recent advances made by its new Psychedelic Science Corp. (PSC) business unit acquired last month (see: press release dated August 17, 2020). PSC is focused on developing psychedelic cacti-based wellness and pharmaceutical products to address various conditions.

PSC has been developing safety trials of certain psychedelic cacti strains with a view to assessing safety and efficacy with respect to weight loss, insomnia, anxiety and pain. PSC has applied to the Thai FDA which will meet US and international FDA standards.

PSC has formed a Science Committee comprised of NHII board member Dr. Jason Dyck (University of Alberta), Dr. Duke Fu (CEO of Green Therapeutics, Nevada) and Dr. Ekapol Limpongsa (Rangsit University, Thailand). The committee is working closely with John Durfy, CEO of Nutritional High to prepare for the trials including:

  • assessing the alkaloid content of various cacti in order to select appropriate strains for trials. Over the next 2 weeks PSC will finalize the selection of a cactus strain based on alkaloid make-up, mescaline content, speed of growth, plant genomics and sourcing availability.
  • PSC has developed a proprietary whole plant extraction methodology which will be used in the extraction process at Rangsit University.
  • establishing third-party supply and potentially launching a commercial grow.

The PSC team is also assessing various non-psychoactive, cactus-based wellness products which are legal for sale and distribution in the U.S. and Canada.

John Durfy, CEO of Nutritional High commented, "We are very excited to be one of the first companies to commence trials on the medicinal value of the cactus plant. With the progression of these trials over the next few months, we will gain an understanding of the potential products we look to launch in 2021."

Nutritional High Chair, Adam Szweras, added: "While we will continue to focus our efforts in the US cannabis markets, we believe that PSC will provide the Company with a significant opportunity in the future as the regulatory environment for psychedelic products continue to develop. While other companies are focusing on other psychedelic plants, we believe our focus on cactus will blaze the trail for possible wellness and pharma applications in the future."

About Nutritional High International Inc.

Nutritional High is focused on developing and manufacturing branded products in the cannabis industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively in jurisdictions where such activity is permitted and regulated by state law. Nutritional High has brought its flagship FLÏ™ edibles and vape product lines from production to market in various markets including Colorado where its award winning FLÏ™ products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for Palo Verde and is awaiting regulatory approval.

The Company also distributes products through its wholly owned distributor Calyx Brands Inc. The Company signed an agreement to sell Calyx which is expected to close in the current fiscal quarter.

For updates on the Company's activities and highlights of the Company's press releases and other media coverage, please follow Nutritional High on Facebook, Twitter and Instagram or visit www.nutritionalhigh.com.

For further information, please contact:

Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@nutritionalhigh.com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC., NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Risks that may have an impact on the ability for these events to be achieved include completion of due diligence, negotiation of definitive agreements and receipt of applicable approvals. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.

The Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. 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 the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

Additionally, there are known and unknown risk factors which could 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 information contained herein.All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. Some of the risks and other factors that could cause actual results to differ materially from those expressed in forward-looking information expressed in this press release include, but are not limited to: obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64777

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Canopy Growth Announces Exchanges with Holders of Approximately US$198 Million of Convertible Notes

 Canopy Growth Corporation (" Canopy Growth " or the " Company ") (TSX: WEED) (NASDAQ: CGC) announced today that it has entered into privately negotiated exchange agreements (collectively, the " Exchange Agreements ") with a limited number of holders (the " Noteholders "), including Constellation Brands, Inc. (" CBI ") through its wholly-owned subsidiary Greenstar Canada Investment Limited Partnership (" GCILP "), of the Company's outstanding 4.25% unsecured convertible senior notes due 2023 (the " Notes "), to acquire approximately C$255.4 million (approximately USD$198 million ) aggregate principal amount of the Notes from the Noteholders (the " Transaction ") in exchange for common shares of the Company (the " Canopy Shares ") and approximately C$3 million ( USD$2.35 million ) in cash for accrued and unpaid interest (the " Cash Payment ").

Canopy Growth Announces Exchanges with Holders of Approximately US$198 Million of Convertible Notes (CNW Group/Canopy Growth Corporation)

GCILP, a subsidiary of CBI (together " Constellation "), is participating in the Transaction and will acquire a minimum of 21,929,914 Canopy Shares and up to 30,701,880 Canopy Shares pursuant to its Exchange Agreement.

Transaction Details

In accordance with the terms of the Exchange Agreements, Canopy Growth has agreed to acquire the Notes from the Noteholders for an aggregate purchase price (excluding accrued and unpaid interest which will be paid in cash as part of the Cash Payment) of approximately C$252.8 million (approximately USD$196 million ) (the " Purchase Price "), which will be payable in such number of Canopy Shares (the " Share Consideration ") as is equal to the Purchase Price divided by the volume-weighted average trading price (the " VWAP ") of the Canopy Shares on the Nasdaq Global Select Market (the " Nasdaq ") for the 10 consecutive trading days beginning on, and including, June 30, 2022 (the " Averaging Price " and such period of time being the " Averaging Period "), subject to a floor price of US$2.50 (the "Floor Price") and a maximum price equal to US$3.50 , which is the closing price of the Canopy Shares on the Nasdaq on June 29, 2022 (the " Market Price ").

The Share Consideration, for Noteholders other than GCILP, will be satisfied by the issuance of Canopy Shares in up to two tranches as follows: (a) on the initial closing of the Transaction, anticipated to be June 30, 2022 , 34,073,160 Canopy Shares (the " Initial Closing Shares ") will be issued to the Noteholders; and (b) in the event that the Averaging Price calculated over the Averaging Period is less than the Market Price, on or about July 18, 2022 (the " Final Closing "), up to such number of Canopy Shares as is equal to the excess of the Purchase Price divided by the Averaging Price over the Initial Closing Shares. The Share Consideration for GCILP will be issued solely on the Final Closing based on the Averaging Price.

In the event that the daily VWAP of the Canopy Shares on the Nasdaq during the Averaging Period (a) exceeds the Market Price, then the daily VWAP for such trading day will instead be deemed to be the Market Price; or (b) is less than the Floor Price, then the daily VWAP for such trading day will instead be deemed to be the Floor Price, such that in no circumstances will more than 78,404,305 Canopy Shares be issuable pursuant to the Transaction.

The Notes were issued pursuant to an indenture dated June 20, 2018 , among the Company, GLAS Trust Company LLC (" GLAS Trust "), as U.S. trustee, and Computershare Trust Company of Canada , as Canadian trustee, as supplemented by supplement no. 1 to the indenture dated April 30, 2019 and supplement no. 2 to the indenture dated June 29, 2022 (collectively, the " Indenture "). As a result of supplement no. 2 to the Indenture dated June 29, 2022 between the Company, Computershare Trust Company, N.A. (as replacement U.S. trustee following GLAS Trust's resignation) and Computershare Trust Company of Canada (the " Second Supplemental Indenture "), the Company irrevocably surrendered its right to settle the conversion of any Note by Physical Settlement or Combination Settlement (as each such term is defined in the Indenture). As a result, the conversion of any Note on or after the date hereof will be settled by Cash Settlement (as such term is defined in the Indenture) and in no event will any Canopy Shares be issuable upon conversion of any Note. A copy of the Second Supplemental Indenture will be available on the Company's SEDAR profile page at www.sedar.com and on EDGAR at www.sec.gov.

GCILP currently holds C$200 million aggregate principal amount of Notes. Pursuant to the Transaction, the Company will acquire C$100 million (approximately USD$77.5 million ) aggregate principal amount of the Notes held by GCILP. GCILP will be issued a number of Canopy Shares based on the VWAP during the Averaging Period, provided that GCILP will receive a minimum of 21,929,914 Canopy Shares (based on the Floor Price) and a maximum of 30,701,880 (based on the Market Price), representing between 5.4% and 7.6% of the issued and outstanding Canopy Shares on a non-diluted basis.

Constellation, though GCILP and CBG Holdings LLC, currently holds 142,253,802 Canopy Shares, representing 35.3% of the issued and outstanding Canopy Shares on a non-diluted basis. GCILP's participation in the Transaction (the " Insider Participation ") will be considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders with respect to the Insider Participation as the fair market value of the Transaction is below 25% of the Company's market capitalization as determined in accordance with MI 61-101. In addition, the Transaction was approved by the board of directors of the Company with Ms. Judy A. Schmeling , a director of CBI, Mr. Garth Hankinson , Chief Financial Officer and Executive Vice President of CBI, Mr. Robert Hanson , Executive Vice President and President – Wine & Spirits Division of CBI and James Sabia , Executive Vice President and President - Beer Division of CBI, each having disclosed their interest in the Transaction by virtue of their positions with CBI and abstaining from voting thereon.

The Transactions are being conducted as private placements, and any Canopy Shares to be issued in the Transaction will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities described above, nor will there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Canopy Growth

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, Canopy Growth offers product varieties in high-quality dried flower, oil, softgel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Canopy Growth's global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and is a market leader in both Canada and Germany . Through Canopy Growth's award-winning Tweed and Tokyo Smoke banners, Canopy Growth reaches its adult-use consumers and has 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 hemp derived CBD products to the United States through its First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands.

Notice Regarding Forward-Looking Information

This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements and uncertainties include statements with respect to the benefits of the debt repurchase, the anticipated date of issuance of the Initial Closing Shares, the anticipated date of the issuance of any additional Canopy Shares following the Averaging Period and expectations for other economic, business, and/or competitive factors .

Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including inherent uncertainty associated with projections; the diversion of management time on Transaction-related issues; expectations regarding future investment, growth and expansion of operations; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets and the impacts of increased rates of inflation; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of the Company filed with Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com and with the United States Securities and Exchange Commission through EDGAR at www.sec.gov/edgar , including the Company's annual report on Form 10-K for the year ended March 31, 2022 .

In respect of the forward-looking statements and information, the Company has provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake any obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/canopy-growth-announces-exchanges-with-holders-of-approximately-us198-million-of-convertible-notes-301578369.html

SOURCE Canopy Growth Corporation

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2022/29/c5536.html

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