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IntellaEquity Inc. $IEQ.ca Announces Execution of Amalgamation Agreement with Canncentral Inc. $IEQ.ca $SENS.ca $CGC $ACB $APH $CRON.ca $HEXO.ca $TRST.ca $OGI.ca $TORR.ca $FA.ca $WEED.ca

Posted by AGORACOM-Eric at 1:06 PM on Monday, July 29th, 2019
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  • Entered into a definitive amalgamation agreement with CannCentral Inc.
  • IntellaEquity and CannCentral will complete a transaction that will result in a reverse take-over of the Corporation by the shareholders of CannCentral
  • The Corporation is required to obtain shareholder approval for the Transaction, which it will seek at a special shareholders’ meeting on August 27, 2019
  • IntellaEquity will seek shareholder approval for: The election of new directors of the Corporation, the continuation of the Corporation from the State of Delaware to the Province of Ontario, changing the name of the Corporation from IntellaEquity Inc. to CannCentral Inc., and a sale of certain assets of the Corporation

Toronto, Ontario–(Newsfile Corp. – July 29, 2019) – IntellaEquity Inc. (CSE: IEQ) (the “Corporation” or “IntellaEquity“) is pleased to announce that, further to its news release dated May 27, 2019, the Corporation has entered into a definitive amalgamation agreement (the “Amalgamation Agreement“) with CannCentral Inc. (“CannCentral“), a corporation existing under the laws of the Province of Ontario, which outlines the general terms and conditions pursuant to which IntellaEquity and CannCentral would be willing to complete a transaction that will result in a reverse take-over of the Corporation by the shareholders of CannCentral (the “Transaction“). Pursuant to the terms of the Amalgamation Agreement, IntellaEquity, CannCentral and Paragon Blockchain Inc. (“SubCo“), a wholly owned subsidiary of the Corporation will complete a business combination by way of a three-cornered amalgamation under the Business Corporations Act (Ontario). Under the terms of the Amalgamation Agreement CannCentral will amalgamate with SubCo and will carry on the existing business of CannCentral as a wholly owned operating subsidiary of IntellaEquity. The Amalgamation Agreement was negotiated at arm’s length and is effective as of July 26, 2019.

The Transaction is subject to requisite regulatory approval, including the approval of the Canadian Stock Exchange (the “CSE“) and standard closing conditions, including the completion of due diligence investigations to the satisfaction of each of IntellaEquity and CannCentral, as well as the conditions described below.

Since the Transaction will constitute a reverse take-over of IntellaEquity and a change of business from a “investment issuer” to an “industrial issuer”, the Corporation is required to obtain shareholder approval for the Transaction, which it will seek at a special shareholders’ meeting on August 27, 2019 (the “Meeting”). At the Meeting, IntellaEquity will also seek shareholder approval for, among other things, the election of new directors of the Corporation, the continuation of the Corporation from the State of Delaware to the Province of Ontario, changing the name of the Corporation from IntellaEquity Inc. to CannCentral Inc., and a sale of certain assets of the Corporation.

Trading in the common shares of the Corporation is presently halted. It is unlikely that the common shares of IntellaEquity will resume trading until the Transaction is completed and approved by the CSE.

Conditions to Transaction

Prior to completion of the Transaction (and as conditions of closing):

  • IntellaEquity and CannCentral will obtain the requisite shareholder approvals for the Transaction and any ancillary matters contemplated in the Amalgamation Agreement.
  • All requisite regulatory approvals relating to the Transaction, including, without limitation, CSE approval, will have been obtained.
  • IntellaEquity shall have obtained the consents and waivers contemplated in the Amalgamation Agreement.
  • There shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Amalgamation Agreement.
  • None of the consents, orders, regulations or approvals contemplated in the Amalgamation Agreement shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by the parties to the Amalgamation Agreement.

The Proposed Transaction

Pre-Closing Capitalization of IntellaEquity

As of the date hereof, IntellaEquity has 25,629,564 common shares (the “IntellaEquity Shares“) issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 2,250,000 IntellaEquity Shares at exercise prices ranging from $0.05 per IntellaEquity Share to $1.00 per IntellaEquity Share.

Pre-Closing Capitalization of CannCentral

As of the date hereof, CannCentral has 342,500,000 common shares (the “CannCentral Shares” issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 117,500,000 CannCentral Shares at an exercise price of $0.10 per CannCentral Share (the “CannCentral Warrants“).

Terms of the Transaction

IntellaEquity proposes to acquire all of the CannCentral Shares pursuant to the terms of the Amalgamation Agreement. It is expected that each shareholder of CannCentral (the “CannCentral Shareholder“) will receive one (1) IntellaEquity Share for each CannCentral Share held (the “Exchange Ratio“) resulting in the IntellaEquity Shareholders holding approximately 7% of the common shares of the combined entity (the “Resulting Issuer“) and the former CannCentral Shareholders holding approximately 93% of the common shares of the Resulting Issuer upon completion of the Transaction (immediately prior to giving effect to the Offering, as such term is defined below). In addition, IntellaEquity will also acquire all of the CannCentral Warrants on the same Exchange Ratio in exchange for the issuance of common share purchase warrants of the Corporation on the same terms and conditions as the CannCentral Warrants.

About CannCentral

CannCentral is an Ontario company. CannCentral seeks to become a leading information platform for the cannabis industry. Using in part its proprietary technology, CannCentral will look to provide cannabis consumers with the information necessary to make informed purchasing and lifestyle decisions with respect to cannabis products. CannCentral seeks to accomplish this through: (1) information of the variety of different cannabis strains and cannabis derivative products; (2) community-driven reviews of the variety of different cannabis strains and cannabis derivative products; (3) information on geographically segmented dispensaries and available product offerings; (4) daily updates to industry information and relevant news. The platform also provides user feedback and reviews on products, and aggregates user data to inform businesses on trends and purchasing decisions. Utilizing consumer traffic and data analytics, CannCentral seeks to generate revenue through a variety of different channels.

Financial Information Concerning CannCentral

For the year ended May 31, 2019, CannCentral had total assets of $2,240,077 and total liabilities of $41,727. As of May 31, 2019, CannCentral had working capital of $2,198,350.

CannCentral Private Placement

Prior to the closing of the Transaction, CannCentral intends to raise capital through a private placement of up to 50 million units (the “CannCentral Units“) at an price of $0.05 per CannCentral Unit aggregate proceeds of $2,500,000 (the “CannCentral Private Placement“). Each CannCentral Unit shall be comprised of one (1) CannCentral Share and one (1) common share purchase warrant (a “CannCentral Warrant“).

Each CannCentral Warrant shall entitle the holder thereof to purchase one additional CannCentral Share at an exercise price of $0.30 at any time up to 36 months from date of issuance. The securities issuable pursuant to the CannCentral Private Placement will be exchanged into IntellaEquity Shares and common share purchase warrants on the same Exchange Ratio.

The net proceeds of the CannCentral Private Placement will be used for general operating purposes.

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall be comprised of: Brian Kalish, Larry Latowsky, Gil Steinfield and Dr. Scott Wilson. It is anticipated that additional directors will be added to the board of directors of the Resulting Issuer. In addition, it is expected that the officers of the Resulting Issuer shall be Brian Kalish (Chief Executive Officer), Stephen Gledhill (Chief Financial Officer), IgorKostioutchenko (Controller), Anton Tikhonirov (Senior Vice President, Technology and Architecture) and Jessica Martin (Vice President, Investor Relations and Communications).

The following sets outs the names and backgrounds of all persons who are expected to be considered insiders of the Resulting Issuer.

Brian Kalish, Chief Executive Officer and Director

In 1999, Mr. Kalish founded the first interactive point of purchase retail media. He later went on to co-direct the acquisition and re-development of the Toronto Argonauts Football Club of the Canadian Football League in 2003. Mr. Kalish was a Director and the CEO of Gemoscan Canada, Inc. a vertically integrated healthcare company which he reorganized and led through a series of capitalizations and public listings. Gemoscan was the first company to have commercialized a naturopathic service at retail pharmacy in North America. Earlier, Mr. Kalish was a member of the turn-around team at KIK Corporation (now KIK Custom Products) a leading private label CPG producer. Most recently, he was a founder, Director and President of specialty finance companies focusing on Factoring and Asset Based Lending.

Larry Latowsky, Director

Mr. Latowsky brings decades of experience in the worlds of retail, technology and media to CannCentral. He is currently the Chairman and CEO of Top Drug Corp and Epic Sales Limited. Prior to this Mr. Latowsky was the Interim CEO and Chairman of the Board of Well.ca before its sale to McKesson Corporation. Well.ca focuses on delivering over 40,000-curated health and beauty care products, thousands of peer reviews, and Canada’s largest assortment of green and natural brands to consumers. Before directing Well.ca, Mr. Latowsky was the CEO of Katz Group Canada/Rexall Pharmaplus from 2010-2014 and Drug Trading Company from 2004-2014, which provides independent or franchise pharmacy banner programs for IDA, Guardian, and Medicine Shoppe drug stores. Drug Trading Company also incorporated the businesses of ProPharm Technology and DC Labs. Mr. LatowskyLatowsky received his Bachelor of Arts from York University and is a graduate of the University of Toronto’s Rotman School of Business and Institute of Corporate Directors. He previously served on the board of the Retail Council of Canada, Electronic Commerce Council of Canada, and the Canadian Association of Chain Drug Stores.

Gil Steinfeld, Director

Mr. Steinfeld has over 20 years’ experience as a marketing executive and online marketing consultant to the top online gaming brands. Mr. Steinfeld oversaw top level Canadian and U.S marketing strategies for PartyGaming Plc, and World Poker tour in the areas of online and traditional media. He was the founding Director of Marketing at Microgaming where he helped grow the company from 20 to over 1000 employees.

Dr. Scott Wilson, Director

Dr. Wilson is a passionate clinician, a serial healthcare entrepreneur, and a board-certified Doctor of Chiropractic in both Canada and the USA with over 25 years of experience treating patients. Dr. Wilson is the Founder & Chairman of PhysiomedTM, one of Canada’s largest franchised networks of interdisciplinary healthcare clinics, with over 30 clinics in Ontario and British Columbia. He has also founded or supported numerous other healthcare focused companies. Dr. Wilson has had speaking engagements alongside Tony Robbins and is widely acknowledged to be a subject matter expert in the North American healthcare sector.

Stephen Gledhill, Chief Financial Officer

Mr. Gledhill is the founding member of Keshill Consulting Associates Inc., a boutique management consulting practice specializing in accounting, administrative and corporate secretarial services. Mr. Gledhill is also the Managing Director and founding member of RG Management services Inc. Mr. Gledhill has over 25 years of financial-control experience acting as CFO and Corporate Secretary for multiple publicly-traded companies, several of which he was instrumental in scaling-up and taking public. He currently serves as the CFO of Caracara Silver Inc, DelphX Capital Markets Inc and CO2 GRO Inc. Prior to RGMS, Mr. Gledhill served as SVP and CFO of Borealis Capital Corporation, and VP Finance of OMERS Realty Corporation. He is a Chartered Public Accountant and a Certified Management Accountant and holds a Bachelor of Math Degree from the University of Waterloo.

Igor Kostioutchenko, Controller

Mr. Kostioutchenko has extensive experience providing controllership services, applying IFRS, ASPE and U.S. GAAP frameworks, advising on restructuring, mergers, acquisitions and public market offerings, and conducting accounting investigations. Mr. Kostioutchenko graduated with distinction from the University of Toronto’s Rotman School of Management. He began his public accounting career with Deloitte LLP, he later moved to lead audit and special engagements with Collins Barrow Toronto LLP, now RSM Canada LLP. Subsequent to his tenure at Collins Barrow Toronto LLP, Mr. Kostioutchenko co-founded Kostioutchenko & Patel, CPAs, Professional Corporation, an affiliate under Abacus Group, where he now serves as Partner in the assurance and advisory practice.

Anton Tikhomirov, Senior Vice President, Technology and Architecture

Mr. Tikhomirov has over fifteen years of experience in digital technologies, with a specialization in e-Commerce constructs. His unique approach to systems allowed him to establish a chain of e-Commerce platforms in 2008 which, within two years generated over 1 million unique visitors per month. Mr. Tikhomirov’s ability to develop strategic plans and execute against them allowed him to open a full-service digital agency in 2016 which currently serves nearly 40 clients across Canada and the US.

Jessica Martin, Vice President Investor Relations and Communications

Ms. Martin is a seasoned communications expert with nearly 20 years of investor, government and media relations expertise. Most recently, as VP of Public Relations and Regulatory Affairs for Invictus MD, she negotiated some of the first government contracts for licensed cannabis producers. Previously Ms. Martin was a spokesperson for Toronto Hydro, Press Secretary and Senior Communications Advisor to the Premier of Ontario and Ontario’s Minister of Finance. Earlier she worked as a research analyst at Queen’s Park and as a Floor Director at CityTV in Toronto. She is a graduate of the McMaster-Syracuse Master of Communications Management (MCM) program.

Additional Information

All information contained in this news release with respect to IntellaEquity and CannCentral was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Investors are cautioned that, except as disclosed in the management information circular 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.

For further information please contact:

CannCentral Inc.:

Brian Kalish, CEO
Email: [email protected]

IntellaEquity Inc.:

Allen Lone, President and CEO
Email: [email protected]

Intellaequity signs LOI to acquire CannCentral $IEQ.ca $SENS.ca $CGC $ACB $APH $CRON.ca $HEXO.ca $TRST.ca $OGI.ca $TORR.ca $FA.ca $WEED.ca

Posted by AGORACOM-Eric at 9:27 AM on Monday, May 27th, 2019
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  • Entering the Cannabis Industry utilizing e-commerce/technology in the marketing and sale of cannabis and cannabis-related products
  • CannCentral is a private company aimed at becoming the planet’s leading lifestyle influencing digital publisher and e-commerce platform for all things cannabis
  • The current shareholders of Intellaequity will own 10 per cent of the issued and outstanding shares of the resulting company
  • CannCentral will own the remaining 90 per cent of the shares

For the past several months, Intellaequity Inc. has undertaken a process whereby it evaluated opportunities in the cannabis industry. One promising opportunity that presented itself was in the area of utilizing e-commerce/technology in the marketing and sale of cannabis and cannabis-related products.

As a result of these efforts, the corporation is pleased to announce that it has entered into a non-binding letter of intent, dated May 14, 2019, with CannCentral Inc., an arm’s-length party incorporated pursuant to the laws of the Province of Ontario. Pursuant to the terms of the LOI, Intellaequity will acquire all of the issued and outstanding securities of CannCentral. As a result of the proposed acquisition, the current shareholders of Intellaequity will own 10 per cent of the issued and outstanding shares of the resulting company and the shareholders of CannCentral will own the remaining 90 per cent of the shares. The proposed acquisition will be completed through a three-cornered amalgamation between Intellaequity, a wholly owned subsidiary of the corporation and CannCentral.

The closing of the proposed acquisition is subject to, among things, the successful completion of the corporation’s due diligence review of CannCentral and the execution of an amalgamation exchange agreement between the corporation, a wholly owned subsidiary of the corporation and CannCentral. The entering into of the amalgamation agreement will be considered a fundamental change under Policy 8 of the Canadian Securities Exchange and, as such, will subject to all of the requirements of Policy 8 including, but not limited to, CSE and shareholder approval.

About CannCentral Inc.

Led by seasoned professionals with extensive media, technology and capital markets experience, CannCentral is positioned to become the planet’s leading lifestyle influencing digital publisher and e-commerce platform for all things cannabis.

Award-winning content producers, thought-provoking editorial and crave-worthy design mix with CannCentral’s proprietary technology creating CannCentral, the leading lifestyle destination channel for those influencing culture, travel, food and arts. Expert data on strains, origins, breeds and terroirs, products and repositories combined with dynamic premium news, curated influencer lifestyle content and a matchless digital experience that geolocates users with global dispensaries, lounges and salons will cement CannCentral as the authority on knowledge, products and insight for cannabis enthusiasts, patients and investors across the globe.

Through the CannCentral website, CannCentral anticipates generating revenue through traditional and emerging advertising models to achieve organic growth. The company will be targeting complementary publishers to consolidate portions of the fragmented global media landscape, resulting in accretive earnings and growth.

The CannCentral website is designed to bring knowledge and insight to cannabis users, patients and enthusiasts across the globe. The website will be free to use for all lifestyle enthusiast, patients and investors and will be available in English, German, French and Spanish. The CannCentral website will provide cannabis enthusiasts, patients and investors with on-line resources and functionality including but not limited to:

  • Official strain library;
  • Cannabis dispensary directory and reviews, matched to user preferences;
  • Cannabis products directory, reviews and purchase fulfilment;
  • Cannabis business and legislative news;
  • Cannabis fact checker;
  • Loyalty programs providing continuing incentives for engagement.

About Intellaequity Inc.

Intellaequity is a publicly traded company; it is a diversified investment and venture capital firm focused on providing investors with long-term capital growth by investing in a portfolio of undervalued companies and assets. The investment portfolio may comprise securities of both public and private issuers primarily in technology, artificial intelligence, blockchain and may also include investments in certain other sectors, including water, green energy and alternative energy.

$AAO.ca $IEQ.ca IntellaEquity (formerly Augusta Industries Inc.) to Commence Trading on the Canadian Securities Exchange October 4

Posted by AGORACOM-Eric at 9:27 AM on Tuesday, October 2nd, 2018

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  • The common shares will trade under the symbol ” IEQ” October 4th on the CSE
  • “The listing of the Corporation’s common shares through the facilities of the CSE will allow the Corporation to carry out its objectives as a merchant bank,” stated Allen Lone, Chief Executive Officer of the Corporation.
  • “The cost effectiveness of a CSE listing will allow the Corporation to conserve its cash and deploy it to execute on proposed acquisitions.”

Toronto, Ontario–(Newsfile Corp. – October 2, 2018) – IntellaEquity Inc. (formerly Augusta Industries Inc.) (the “Corporation”) is pleased to announce that on the opening of the market on October 4, 2018, the Corporation’s common shares will commence trading through the facilities of the Canadian Securities Exchange (“CSE”). The common shares will trade under the symbol ” IEQ”.

The Corporation is also pleased to announce that it has completed the sale of its wholly owned subsidiary, Fox-Tek Canada Inc. to Mooncor Oil & Gas Corp. (“Mooncor”) for an aggregate purchase price of $21.5 million (the “Purchase Price”). The sale of Fox-Tek was approved by a majority of the minority shareholders at the annual and special shareholders’ meeting held on July 11, 2018.

$9,500,000 of the Purchase Price will be satisfied through the issuance of an aggregate of 47,500,000 post-consolidated common shares (the “Consideration Shares”) in the capital of Mooncor at a price of $0.20 per Consideration Share. The balance of the Purchase Price, being up to $12,000,000, will be satisfied through a royalty of 15% on all future sales of Fox-Tek’s products and a 20% royalty on all future sales of Fox-Tek’s services (collectively, the “Royalty”). The Royalty shall be payable until the earlier of (i) the 10 year anniversary of the closing of the acquisition of Fox-Tek, and (ii) the aggregate payment of $12 million.

In addition, the Corporation will continue its operations as a diversified investment and merchant banking firm focused on public companies and commodities. The Corporation’s proposed investment activities will include (i) public companies, (ii) near public companies and private capital, (iii) global venture capital initiatives and (iv) strategic physical commodities. However, the Corporation may take advantage of special situations and merchant banking opportunities, as such opportunities arise, and make investments in other sectors which the Corporation identifies from time to time as offering particular value.

In connection with the sale of Fox-Tek and its change of business, the Corporation changed its name from Augusta Industries Inc. to IntellaEquity Inc. and consolidated its issued and outstanding securities on the basis on ten pre-consolidated common shares for every one (1) post-consolidated common shares.

“The listing of the Corporation’s common shares through the facilities of the CSE will allow the Corporation to carry out its objectives as a merchant bank,” stated Allen Lone, Chief Executive Officer of the Corporation. “The cost effectiveness of a CSE listing will allow the Corporation to conserve its cash and deploy it to execute on proposed acquisitions.”

About the Corporation:

IntellaEquity is a publicly traded Canadian based venture capital firm focused on opportunistic investments in companies in the industrial, artificial intelligence and blockchain sectors. The Corporation seeks to invest in early stage, promising companies where it may be the lead investor and can additionally provide investees with advisory services, mentoring and access to the Corporation’s ecosystem.

Corporation contact:

Allen Lone, President, CEO,
IntellaEquity Inc.
Tel: (905) 275-8111 Ext 226, email: [email protected]

AGORACOM Welcomes Stria Capital with a New Source and New Process For Technology Lithium

Posted by AGORACOM-JC at 10:49 AM on Wednesday, March 19th, 2014

Why Stria Capital?

  • Aiming to become one of the lowest cost producers in the world for battery- grade technology lithium — critical for high-technology green energy industries.
  • Management is key. Stria has assembled a truly world-class, experienced and accomplished team.
  • Stria’s strategic, cost-effective exploration substantially reduces the risks and expenditures of exploration by focusing on deposits that are readily available to advance.
  • Stria’s unique and extensive experience in understanding and utilizing the latest, most-advanced geophysical tools affords the Company a competitive edge within the industry.
  • The lithium market remains robust with tremendous upside potential versus other metals.

 

A New Source, a new process for technology lithium

 

Several foreign nations are already stockpiling materials critical to the emerging green technology economy, which means a reliable North American supply of high quality lithium-based products has never been more urgent. At Stria, we believe Canada has a key role to play in the green tech economy, and we plan to be a part of it by carving out a supply and technology niche in the critical and strategic metals world.

The Stria strategy …

Stria, through a business plan combining strategic alliances and property acquisition, aims to be among an elite group of Canadian producers helping to drive the clean tech economy through the provision of a dependable supply of “home-grown” lithium carbonate and through innovative mineral processing and purification technologies for primary lithium-spodumene ore.

Pontax-Lithium property …

Stria holds 100 per cent ownership of the Pontax-Lithium property located in the west-central James Bay territory in northern Quebec.

The property, which Stria acquired from Khalkos Exploration Inc. in 2013, is host to a recently discovered swarm of a dozen spodumene-bearing (a lithium mineral) pegmatite dikes, each one metre to 10 metres in thickness, plus a series of small centimetre-thick dikelets.

The lithium-bearing dikes outcrop over an area of 450 metres by 100 metres (for more information, click here to view the NI-43-101 Technical Report (Girard,2013) on the Pontax-Lithium Property).

Close-up view of Pontax’s spodumene-bearing pegmatite. The light grey spodumene is idiomorphic and lath-shaped. The intergranular grey mineral is quartz.


Willcox Lithium / Arizona

Stria holds 100 per cent ownership of the Willcox Lithium project, located in Cochise County, Arizona. Acquired through the purchase of Pueblo Lithium LLC from AGR-O Phosphate Inc. in 2014, the property is comprised of 61 lode mining claims.

Willcox Playa is located a few kilometres south of the city of Willcox in north-central Cochise County, 120 km east of Tucson. This barren flat — elevation 1,260 metres (approx. 4,136 feet) — is the lowest part of Willcox basin, which is the northern end of Sulphur Springs Valley. The location is known for its lithium content, and Willcox Playa was part of the U.S. Geological Survey’s 1978 drill program testing lithium distributions in the late Cenozoic sedimentary basin.