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Agreement paves the way for Thoughtful Brands to become vertically integrated and subsequently reduce operating costs while expanding sales

Thoughtful Brands Inc. (CSE:TBI)(FSE:1WZ1)(OTCQB:PEMTF) (the "Company" or "Thoughtful Brands"), a global natural health products and eCommerce technology company, is pleased to announce that it has signed a binding term sheet to acquire (the "Proposed Acquisition") all of the issued and outstanding shares, or all of the assets of, Kentucky-based hemp extraction company American CBD Extraction Corp. ("American CBD"). The Proposed Acquisition is expected to set the stage for Thoughtful Brands to become a fully vertically-integrated CBD company, controlling each aspect of the supply chain, including production, logistics and value chain

Upon completion of the Proposed Acquisition, the Company will acquire an abundance of hemp biomass along with a fully equipped 41,000 square foot facility with the ability to process more than 1,200 pounds of hemp per day once licensed. Upon completion, Thoughtful Brands would also be able to utilize American CBD's technological and scientific expertise to enhance the formulations of the Company's various direct-to-consumer CBD brands, which include Nature's Exclusive, Sativida and the recently acquired Golden Path and Wild Mariposa. Additionally, the Company plans to sell American CBD's hemp biomass to support operations in Europe and to other clients worldwide.

"The term sheet with American CBD is an important milestone for the Company because it increases the likelihood of expanded margins and will allow us to launch innovative new products for which we control every step of the process," said Thoughtful Brands CEO Ryan Hoggan. "Once we're able to work directly with the team at American CBD and within their state-of-the-art Kentucky facility, we expect to be able to fine-tune and advance our cannabinoid product portfolio."

Acquisition Details

The Company proposes to acquire all of the issued and outstanding share capital of, or all of the assets of, American CBD in consideration for Cdn$11,000,000, which will be satisfied through the issuance of common shares of the Company (the "Consideration Shares"). The Consideration Shares will be issued to the existing shareholders of American CBD or, in the case of an asset acquisition, directly to American CBD, at a deemed price equivalent to the lesser of (a) Cdn$0.18 per share or (b) the five-day volume-weighted average closing price of the Company's common shares on the Canadian Securities Exchange for the period preceding closing of the Proposed Acquisition. The Consideration Shares shall be paid upfront and subject to an escrow arrangement, from which 25% of the Consideration Shares will be released on the closing date of the Proposed Acquisition, followed by an additional 25% after each subsequent 90-day period.

In addition to the Consideration Shares, a bonus of Cdn$1,000,000 will be paid to the operating team of American CBD on closing and a Cdn$2,000,000 performance milestone payment will be paid to the operating team of American CBD upon the achievement of production and cumulative online sales of over USD$1,000,000. The bonus and milestone shares will be payable in common shares of the Company based on the five-day volume weighted average closing price of the Company's shares on the Canadian Securities Exchange immediately prior to the bonus and milestone payments becoming payable.

Closing of the Proposed Acquisition is subject to American CBD: (a) having a minimum cash balance of Cdn$2,000,000, less closing costs related to the Proposed Acquisition (which are not exceed Cdn$40,000); (b) having no debts or liabilities; and (c) having been granted a seat on the Company's board of directors, all on the closing of the Proposed Acquisition.

The Company is at arms-length from American CBD and its shareholders. The transaction will not constitute a fundamental change for the Company, nor is it expected to result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange.

Readers are cautioned that the final terms and structure for a transaction between the Company and American CBD have not yet been determined. Completion of any transaction remains subject to negotiation of definitive documentation and satisfaction of conditions set forth above, as well as customary closing conditions for a transaction of this nature. The Proposed Acquisition cannot be completed until these conditions are satisfied. The Company will provide additional information regarding the Proposed Acquisition as soon as it becomes available.

About Thoughtful Brands Inc.

Thoughtful Brands Inc. is an eCommerce technology company that researches, develops, markets, and distributes natural health products through various brands in North America and Europe. Through continuous strategic acquisitions, the Company has a strong footprint in the CBD market, as well as the burgeoning psychedelic medicine sector. Thoughtful Brands owns and operates a 110,000 square foot pharmaceutical manufacturing facility in Radebeul, Germany, where its highly skilled team conducts clinical studies utilizing naturally occurring psilocybin and other compounds found in psychedelics for the treatment of opiate addiction, while planning for future opportunities to create proprietary psilocybin products.

About American CBD Extraction Corp.

From the rich soils of Kentucky, American CBD Extraction Corp. is a Kentucky-based company that produces cannabinoid distillates and isolates, and is positioned to become a significant supplier of hemp-derived extracts. Its location in the eastern part of Kentucky, a place that has been called "The Hemp Capital of the United States," gives American CBD the privilege to partner with the state's most experienced farmers to source the highest quality hemp for its products. American CBD is a company founded on dedication, strong work ethic and quality, fulfilling its mission to provide consistent, high-grade and clean hemp-derived CBD oil to meet the growing demand in this evolving marketplace.

ON BEHALF OF THE BOARD OF DIRECTORS

THOUGHTFUL BRANDS INC.
Ryan Hoggan
Chief Executive Officer

For further information, readers are encouraged to contact Joel Shacker, President at +604.423.4733 or by email at info@thoughtful-brands.com.

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 press release, which has been prepared by management.

Cautionary Note Regarding Forward-Looking Statement

All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to the Company within the meaning of applicable securities laws, including with respect to the completion of the Proposed Acquisition, the synergies created by the acquisition of American CBD, plans to sell hemp biomass to support its operations in Europe and to other clients worldwide, its plans to acquire additional revenue-producing natural health product brands and operations in both Europe and North America with the goal of establishing an international distribution network utilizing its eCommerce technology platform. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company's public filings under the Company's SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

SOURCE: Thoughtful Brands Inc.



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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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