Posted by AGORACOM
at 7:26 PM on Tuesday, November 24th, 2020
TBI:CSE
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
2020 Key Highlights:
Signed a definitive agreement to acquire Kentucky-based American CBD Extraction Corp., a leader in quality hemp cultivation
Current customer base of over 200,000 customers – with additional leads of over 600,000 potential new customers
Agreement finalized with Sativida OU (Estonia) and Sativida OU’s subsidiary, VIDA BCN LABS S.L to acquire Sativida in stages.
Sativida® is an online direct to consumer retailer of a vast range of organic CBD oils and cosmetics across Europe and is in the process of expanding its distribution network internationally to include the United States.
Award winning product line known for its minimal heavy metal content and accurate CBD levels
Award winning product line known for its minimal heavy metal content and accurate CBD levels
100% organic products
Current distributor of CBD products in Spain, Portugal, Austria, Germany, France and the United Kingdom
One of the top search-ranked online retailer in Spain and Mexico
The Company acquired the intellectual property and trade names of Sativida in Spain, which will be licensed back in exchange for a royalty associated with gross revenues generated by Sativida.
2019 revenue $560,000 / 64% gross margins
Thoughtful entered a Licensing and Royalty Agreement with Phenome One Corporation for the right to cultivate, harvest, process and sell a selection of cultivars from Phenome’s genetic library, and the Company was granted unlimited access to a Phenome’s proprietary nutrient intellectual property (IP) and catalogue.
Consolidated Q1 2020 gross revenue was $7.65 million, with cost of goods sold of $7.05 million, resulting in gross profits of $605,150. Operating and other operating expenses for the three months ended March 31, 2020 were $5.24 million.
Acquired Golden Path and Wild Mariposa, privately held fast-growth, direct-to-consumer eCommerce brands selling natural health products in the United States.
OPERATIONS:
UNITED STATES
US ecommerce, direct to consumer CBD Brand
2019 Revenue of $28.7M*, EBITDA of $3.58M*
eCommerce technology and operations
EUROPE:
110,000 sq ft, state of the art pharmaceutical manufacturing facility for research and production of natural psilocybin products
Award winning European eCommerce, direct to consumer CBD Brand based in Spain
Distribution to Spain, Portugal, France, UK and Germany
NATURES’ EXCLUSIVE
ONE OF THE LARGEST UNITED STATES-BASED ONLINE RETAILERS OF CBD PRODUCTS
Nature’s Exclusive offers a CBD hemp-oil formula intended to provide users with the therapeutic benefits that hemp may offer. The hemp oil used in the product is derived from hemp grown and cultivated in the United States.
HIGHLIGHTS
Leader in online CBD sales in North America
US grown CBD hemp
Acquired at a 1.7 times revenue valuation
Consideration of 48.2M shares priced at $0.80*
Current customer base of over 200,000 customers – with additional leads of over 600,000 potential new customers
A LEADING EUROPEAN BASED ONLINE RETAILER OF CBD PRODUCTS.
Sativida® is an online direct to consumer retailer of a vast range of organic CBD oils and cosmetics across Europe and is in the process of expanding its distribution network internationally to include the United States.
HIGHLIGHTS
Current distributor of CBD products in Spain, Portugal, Austria, Germany, France and the United Kingdom
One of the top search-ranked online retailer in Spain and Mexico
Award winning product line known for its minimal heavy metal content and accurate CBD levels
Posted by AGORACOM
at 10:53 AM on Tuesday, November 24th, 2020
SPONSOR: Thoughtful Brands is an established natural health products company focused in the CBD and psychedelic medicine sectors. Through their powerful eCommerce business, Thoughtful is a leading direct-to-consumer provider of a wide range of natural health products throughout the United States and Europe
“You are driving in your car on a very stormy day. You drive by a bus stop and see 3 people waiting there. The first is a beautiful woman, the perfect woman of your dreams.
The second is an old friend who once saved your life.
The third is a lonely old lady who looks really sick.
You have room for only one passenger. To whom would you offer a ride?”
This was a moral and ethical dilemma actually used by Steve Jobs, co-founder of Apple, as part of a job interview.
Do you pick up the old lady because she seems to need medical attention and you should try and help her?
Do you pick up the old friend because he once saved your life and this is the perfect opportunity to repay him?
However, both those choices leave you missing out on the woman of your dreams.
The candidate hired, out of 30 applicants, however, had no trouble answering. He simply said, “I would give the car keys to my old friend, let him drive the old lady to the hospital, and stay behind to wait for the bus with the woman of my dreams.”
His answer surprised even Jobs.
“Everyone is born with an instinct for success but only those with the ability to think outside the box succeed.”
Steve Jobs credited his outside-the-box perspective to LSD. He felt it had made him think of the world in a different way. He said, “Taking LSD was a profound experience, one of the most important things in my life.” Jobs never failed to ask job applicants whether they had ever used psychedelics.
Francis Crick, of the DNA-structure discovering Watson and Crick, told numerous friends and colleagues about his LSD experimentation during the time he spent working to determine the molecular structure of DNA that houses all life’s information. The Cambridge University’s researchers often used LSD as “a thinking tool.” Crick actually “perceived the double-helix shape of DNA while on LSD.”
John Lennon: “It was such a mammoth experience that it was unexplainable: It was something that had to be experienced, because you could spend the rest of your life trying to explain what it made you feel and think.”
Ken Kesey wrote “One Flew Over the Cuckoo’s Nest” in 1962. He leveraged his position as a thought leader to popularize LSD use. “I believe that with the advent of acid, we discovered a new way to think, and it has to do with piecing together new thoughts in your mind.”
Kary Mullis is a Nobel prize winning biochemist who invented the polymerase chain reaction (PCR) technique. This technique is used to make copies of DNA segments and is standard in criminal forensics, diagnosing diseases (including the current test for Coronavirus), and in genetic research. A year after winning the Nobel prize, the scientist said his LSD use in the 60’s and 70’s was far more important to his accomplishments than any courses he ever took in school. Not only that, he claims his entire legacy probably depended on using LSD. “What if I had not taken LSD ever; would I have still invented PCR? I don’t know. I doubt it. I seriously doubt it.”
Frances McDormand – Most people know McDormand as the plucky sheriff from the cult movie Fargo, but she “really, really enjoyed LSD.” The actress says that the drug is a deeply profound experience, and hopes that one day the government can “figure out this whole legalization thing.”
Ray Charles – LSD was most definitely on his mind. “LSD made the blind man see.”
Jean-Paul Sartre, the French existentialist philosopher, playwright, novelist, screenwriter, political activist, biographer, and literary critic, one of the leading figures in 20th century French philosophy and a key proponent of Existentialism, experimented regularly with mescaline.
Sam Harris is an American author, neuroscientist, and philosopher: “I have two daughters who will one day take drugs. If they don’t try a psychedelic like psilocybin or LSD at least once in their adult lives, I will wonder whether they had missed one of the most important rites of passage a human being can experience.” “There was a period in my early twenties when I found psilocybin and LSD to be indispensable tools, and some of the most important hours of my life were spent under their influence. Without them, I might never have discovered that there was an inner landscape of mind worth exploring.” “The positive experiences were far more sublime than I could ever have imagined or than I can now faithfully recall. These chemicals disclose layers of beauty that art is powerless to capture. Positive psychedelic experiences reveal how wondrously at ease in the universe a human being can be – and for most of us, normal waking consciousness does not offer so much as a glimmer of those deeper possibilities.”
A rapidly growing number of young professionals in Silicon Valley and elsewhere insist that taking small doses of psychedelic drugs simply makes them perform better at work – becoming more creative and focused. The practice, known as “microdosing”, involves taking minute quantities of drugs such as LSD, psilocybin (magic mushrooms) or mescaline (peyote cactus).
Silicon Valley also has a long history of psychedelic drug use to boost creativity: technology stars Steve Jobs and Bill Gates both famously experimented with LSD.
At high doses, LSD powerfully alters perception, mood and a host of cognitive processes. LSD now appears to be one of the more commonly microdosed drugs. A microdose of LSD consists of about a tenth of a recreational dose (usually 10-20 micrograms), which is not potent enough to cause any hallucinations. Instead, it is reported to heighten alertness, focus, energy and creativity.
Joe Rogan, the host of one of the most listened-to podcasts and another California resident, is a big proponent of micro-dosing mushrooms and has had numerous guests on his shows, ranging from scientists to executives to artists and writers to athletes and MMA fighters, who have shared their positive experiences from micro-dosing.
Studies have been done on the therapeutic effects of psilocybin for terminally ill cancer patients at Johns Hopkins, who were crippled by crushing, overwhelming anxiety about their impending death.
“For a few hours, I remember feeling at ease; I was simultaneously comfortable, curious and alert. More than anything, though, I no longer felt alone. The whole “self” thing just kind of drops out into a more timeless, more formless presence, the crushing anxiety lifted,” one patient said.
Aldous Huxley, Timothy Leary and Steve Jobs all used psychedelic drugs when they died.
In a landmark decision in August, 2020, four Canadians suffering from terminal illnesses were approved by Health Canada to receive Psilocybin therapy to treat their anxiety – marking the first time that a legal exemption has been given in Canada for patients to access psychedelic substances for treatment.
One of the four spoke to CTV News in June about his struggle with terminal cancer, and the crushing fear that such a diagnosis brings.
The 52-year-old’s anxiety about the end of his life was making his current days unbearable, and anti-anxiety medication wasn’t having the effect he needed.
It was this suffering that pushed him and three other Canadians with similar diagnoses towards Psilocybin.
Research tracking the effects of the psychedelic drug has found that it has the potential to provide long-term relief for mental health struggles such as anxiety and depression, especially in those receiving palliative care due to a terminal diagnosis.
The U.S. Center for Psychedelic and Consciousness at Johns Hopkins University in Baltimore is currently running clinical trials to assess whether the drug should be released on the market as a prescription medication.
In the 2020 US presidential elections, the state of Oregon voted in a proposition to legalize Psilocybin for mental health treatment and to decriminalize the possession of small amounts of all drugs for personal use. The new law will come into effect on 1 February 2021. On the same day Washington, D.C. passed an initiative to decriminalize the cultivation and possession of “entheogenic plants and fungi (magic mushrooms containing psilocybin).
Kevin O’Leary, “Mr Wonderful” on the TV show Shark Tank, is backing MindMed, a neuro-pharmaceutical company testing psychedelic-inspired medicines.
O’Leary cited the potential of its drugs to address problems like depression, alcoholism, and opioid addiction, issues that haven’t seen medical innovations in almost three decades.
Mind Medicine (MindMed) Inc. is a public company seeking to apply psychedelics to societal problems including anxiety, depression, PTSD, ADHD, cluster headaches and addiction.
The company is assembling a compelling drug development pipeline of innovative treatments based on psychedelic substances including Psilocybin, LSD, MDMA, DMT and an Ibogaine derivative, 18-MC. The Company has a number of trials underway, including a trial that seeks to understand whether combined dosing of MDMA and LSD could mitigate bad trips, studies into Psilocybin and studies on the use of microdoses of psychedelics for cognitive enhancement.
We are living through a seismic shift in social and legal attitudes toward….. just about everything, from gender and sexuality to mental and physical healthcare to race and class.
Now it’s time to look ahead to the next major investment trend to come out of the drug reform movement: psychedelic medicine.
Psychedelic medicine is coming back. A recent study from the Johns Hopkins University School of Medicine shows Psilocybin is an effective addiction treatment. And investors around the world are starting to take notice.
Posted by AGORACOM-JC
at 11:10 AM on Monday, November 23rd, 2020
Despite the collapse of marijuana and cannabis related stocks in the last 18 months, there is no denying that Cannabis related products are going to go through a paradigm shifting, parabolic growth stage around the world over this decade for the following reasons:
1. Cannabis legalization is gaining momentum around the world.
2. Momentum is primarily driven by the realization that cannabis may have a range of medicinal, therapeutic and wellness applications.
3. It is the most widely cultivated, consumed and trafficked drug worldwide (United Nations Office on Drugs and Crime).
So what is this going to translate into?
The global cannabis market size was valued at $US 10.6 Billion in 2018 and is projected to reach $97.5 Billion by the end of 2026, a CAGR of 32.92%(Fortune Business Insights)
WHY WILL THIS TIME BE DIFFERENT?
Big promises, big IR budgets, big hype …. Big Letdown.
That pretty much sums up the last cycle of Cannabis related companies that focused on speed, stories and stock prices rather than the one simple but important thing they should have been doing – building a real business.
Investors will remember that the same thing happened during the dot-com era. As with the cannabis collapse over the last 18 months, what followed back in 2000 was a long period of mourning in which many investors had sworn off tech stocks, just as they have with cannabis stocks today.
But it wasn’t long until tech investors dusted themselves off and realized tech was here to stay – but this time they were only going to focus on real companies with real businesses. What we got was Amazon, Google, Linkedin, Facebook and then the rest was history.
US LEGALIZATION IS ACCELERATING
After postponing a proposed September vote, the full U.S. House of Representatives is expected to vote in December on a bill that would effectively legalize marijuana federally by removing it from the Controlled Substances Act.
According to Politico, the House Democratic leadership is preparing for a vote on the Marijuana Opportunity Reinvestment and Expungement (MORE) Act of 2019. In addition to legalizing marijuana federally, the legislation would allow states to continue to choose how to regulate a commercial MJ industry.
Democrats in close elections balked at voting on the MORE Act in September amid concerns that voters might question the importance of legalizing marijuana when Congress had failed to agree on a coronavirus aid package.
But in the November election, five more states legalized medical and/or recreational marijuana, and a recent poll shows cannabis legalization is more popular than ever.
Big cap marijuana stocks have already seen significant gains
Meet the 8 new small cap marijuana horsemen of the next leadership group that are firing on all cylinders (in alphabetical order).
Avicanna (AVCN :TSX) (AVCN : OTCQX) ( 0NN: FSE) is a vertically-integrated biopharmaceutical company developing and commercializing various cannabinoid-based products for the global marketplace.
When we say vertically integrated, we mean it. Avicanna has 4 fully operating divisions to address the entire market for Cannabis products as follows:
1. The company has a full line of high end CBD based skin care products serving the consumer retail segment with Canadian distribution through Medical Cannabis by Shoppers, as well as global distribution later this year. These are the only known CBD cosmetics backed by clinical trials.
2. Avicanna’s superior medical cannabis line also features products distributed through Medical Cannabis by Shoppers, the online arm of Canada’s largest drugstore chain. In addition, the company recently received certification and authorization for the sale of pharmaceutical cannabinoid products with medical prescriptions in Colombia.
3. Avicanna also hosts a full pipeline of Pharmaceuticals in various stages of trials to address Dermatology, Psychiatry, Neurology, Pain and Oncology. Three of the company’s products are already as far as phase 2.
For more information about the company, please check out the Avicanna HUB on AGORACOM.
Harborside (HBOR: CSE), (HSDEF: OTCQX) has generated over $400,000,000 (NOT a typo) since its inception in 2006. We thought that would get your attention.
What Do They Do?
HBOR is a California-focused, vertically integrated, fully licensed cannabis company with its business consisting of three primary segments:
1. Retail Dispensaries
2. Wholesale
3. Cultivation and Processing
HIGHLIGHTS
Founded in 2006. One of the oldest and most respected cannabis retailers in California
Awarded one of the first six medical cannabis licenses in the USA
Operations have generated over $400M in cumulative sales since inception
Retail operations command 3% of California’s entire retail market
Q3 REVENUE ($USD)
· $19.6M +43% vs. Q3 2019
9 MONTHS ENDED SEPT. 30, 2020
· $50.4M + 33% vs 2019
OTHER Q3 HIGHLIGHTS
21.2% Sequential Revenue Growth, with Record Gross Revenues and Continued Positive Adjusted EBITDA of $4.5 million
Strong Combined Gross Margin of 54.7% (1) Driven by Improved Harvest Yields and Higher Wholesale Volumes
Expects Full Year Gross Revenues of Approximately $61 Million – $63 Million with Adjusted EBITDA of 8-10%
For more information about the company, please check out the Harborside Inc hub on AGORACOM.
Hollister Biosciences Inc. (HOLL:CSE) (HSTRF:OTC) (HOB: FRANKFURT) is a multi-state cannabis company with products in 230 dispensaries throughout California and over 80 dispensaries throughout Arizona, translating into the following great success:
REVENUES $USD
Q1 +317% YoY to $862,000
Q2 +3685% YoY to $8,500,000
Q3 +5081% YoY to $12,500,000
TOTAL Q1/Q2/Q3
REVENUE $21.8M
With the recent passage of Proposition 207 – legalizing the cultivation, sale and consumption of recreational cannabis in the state of Arizona Hollister is extremely well positioned to capitalize. This can best be summed up by quote of Venom Extracts Founder below:
“Seeing recreational Cannabis legalized in the state is an encouraging sign and is hopefully another step toward federal legalization. It should lead to increased tax revenue and job creation. The recreational cannabis market in Arizona could be valued at up to US $760 million by 2024 1 , significantly expanding the total addressable market for Cannabis in the state. We look forward to making our product line available to both the medical and recreational end user.” Shared Jacob Cohen , Founder of Venom Extracts, Hollister’s 100% owned subsidiary based in Arizona
On September 23rd, 2020, Venom achieved the first revenue milestone by generating in excess of CDN$30,000,000 of revenue calculated from January 1 st , 2020
In addition to organic sales, Hollister has several high-level partnerships that demonstrate how trusted the Company is within the industry, including:
For more information about the company, please check out the Hollister Biosciences Inc. hub on AGORACOM.
Innocan Pharma Corporation (INNO: CSE) (IP4:FSE) is developing the pharmaceutical guided missile to defeat coronavirus lung infections. The company specializes in the development of new drug platforms which combine unique properties of Cannabinoids.
3 Fully Operating Divisions For Investor Diversification
Innocan has 3 fully operating divisions to address the market for Cannabis products. As a Cannabis investor, why limit yourself to a Company with just one specialty, when Innocan offers you exposure to both the exploding world of cannabis pharma, as well as, a portfolio of patent-pending and launch ready consumer health products.
PHARMACEUTICAL – THE GUIDED MISSILE – Revolutionary technology targeting lungs infected with coronavirus or other viral infections.
CONSUMER RETAIL – DERMA COSMETICS – A premium derma cosmetics brand, manufacturing has commenced with distribution agreements in place.
OVER THE COUNTER (OTC) PRODUCTS FOR PAIN RELIEF – patent-pending CBD pain relief brand received FDA technical validation.
Global Manufacturing / Distribution Agreements
Endless Sky Inc. a Canadian large scale Cannabis extractor (Manufacturing and Distribution – Canada)
Active Therapeutics Ltd of Lancashire, United Kingdom (Distribution – UK and Ireland markets)
Superior Management Team
In the small cap world, the jockey(s) that drive the horse are just as important as the horse itself. The InnoCan Leadership Group Is Incomparable In The Small Cap World, Comprised Of Leading Israeli Pharmaceutical Executives including:
Executive Chairman (Ron Mayron) was the CEO Of Teva Israel, one of the largest generic pharmaceutical companies in the world
Co-Founder & VP Business Development (Yoram Drucker) was the Founder of 2 NASDAQ Companies (Pluristem & Brainstorm)
Chief Technology Officer (Nir Avram) is a former member of the pharma innovation team at Perrigo, producer of OTC consumer goods and specialty pharma.
Chief Executive Officer (Iris Bincovich) has a proven track record in opening global markets, having managed hundreds of successful transactions in OTC, cosmetics and dermatology.
Together they have built one of the most formidable teams in the small cap cannabis world
For more information about the company, please check out the Innocan Pharma Corporation hub on AGORACOM.
Spyder Cannabis Inc. (SPDR :TSXV) is a Cannabis, Vape and CBD retailer with three retail business units.
SALE OF CANNABIS PRODUCTS – The Company has TWO cannabis dispensaries currently in operation. The first being a location in Calgary, Alberta and the second in Niagara Falls. Both dispensaries are located in busy commercial hubs. The management team is currently evaluating several additional locations in both Alberta and Ontario where it intends to expand the Spyder Cannabis brand’s footprint.
SALE OF HEMP CBD (US) Company is also pursuing the sale of Hemp based CBD products from locations in the USA.
SMOKING CESSATION PRODUCTS IN ONTARIO The company sells electronic cigarettes, E-juice and accessories for the “vape” business from five Canadian retail locations; Woodbridge, Scarborough, Pickering, Niagara Falls and Burlington, Ontario. Spyder has established itself as a savvy retailer.
For more information about the company, please check out the Spyder Cannabis hub on AGORACOM.
Thoughtful Brands, Inc. (TBI: CSE)( 1WZ1: FWB)( PEMTF: OTCQB) is a global natural health products and eCommerce technology company that is operating at full throttle.
Acquired eCommerce retailers with combined total sales of approximately $29,000,000 with an EBITDA of approximately 12.5%.
Current customer base of over 200,000 customers with additional leads of over 600,000 potential new customers
Enhanced eCommernce solution through Unified Funding’s software which facilitated over $350 million in consumer transactions (CAD $93.8 million) in 2019 from more than one million paying customers.
Low-cost production will be vertically integrated into retail brands to achieve up to 20x margin increase.
We’ll let these revenue numbers speak for themselves.
August 2020 CAD $3,809,000
July 2020 CAD $2,340,000
June 2020 CAD $2,712,000
The above represents an increase of 19%, over the same period in 2019.
QUARTERLY REVENUE $CAD
Q1 $7,600,000 Growth
Q2 $12,800,000 Growth
TOTAL Q1 AND Q2
REVENUE $20,400,000
GROSS PROFIT $2,154,357
The company has its sights set on European expansion through a joint venture with Franchise Cannabis Corp. The company will now sell and market Franchise-manufactured CBD, hemp and cosmetic products in the European Union, Switzerland, Norway and the UK, utilizing its eCommerce platform.
The company also completed acquisition of Verrian, which owns and operates a 110,000-square foot pharmaceutical manufacturing facility in Radebuel, Germany. This acquisition will assist the company in tapping into the burgeoning market for psychedelics as Verrian specializes in developing psychedelic derived medicines for treatments for addictions, including opioids and alcohol.
In Addition, the company entered into a definitive agreement to acquire American CBD Extraction Corp. and its Kentucky-based wholly owned subsidiary East Kentucky Extractions, LLC. the Company will gain access to an abundance of hemp biomass in Kentucky, and own a fully equipped and licensed 41,000 square foot facility that can process more than 1,200 pounds of hemp per day.
For more information about the company, please check out the Thoughtful Brands hub on AGORACOM.
TransCanna (TCAN:CSE) (TH8:FSE) owns a 196,000 square foot cannabis Facility, the largest known fully licensed cannabis facility in California.
CAD$24.9M Revenue Run Rate from 10,000 sq.ft test facility
CAD $90M Annual Revenue expected from first full year of production at Fully Licensed Daly Street Facility.
Acquired two California companies,
High-end award winning edible producer Soldaze
Premium indoor cultivator and distributer Lyfted Farms
Lyfted Farms products sold in select Cookies Locations – The most recognizable name in high-end Cannabis.
2019 California Cannabis sales over $3B, industry currently fragmented
Direct to dispensary model, cutting out the middleman
REVENUES $CAD
Q1 $906,000
Q2 $4,300,000
TOTAL Q1 AND Q2
REVENUE $5,206,000
GROSS MARGIN $1,920,000
OFF-TAKE AGREEMENTS
· The Company has secured multiple off-take agreements in anticipation of late Q1 production coming out of the Daly facility
REVENUE GUIDENCE
· Company’s internal gross revenue target for the 2020 fiscal year ranges from CAD$12,000,000 up to CAD$14,000,000 (with anticipated net profits from sales of $600,000 up to $700,000) On track to achieve this benchmark
Company maintains its guidance for a gross revenue target of CAD$55,000,000 to CAD$75,000,000 (with anticipated net profits from sales of $6,600,000 up to $9,000,000) for the fiscal year 2021.
This revenue guidance is only for phase one of four in the Daly facility
· For more information about the company, please check out the TransCanna hub on AGORACOM.
Thanks for reading and discovering these great small cap cannabis companies. Please be sure to visit the AGORACOM Small Cap Cannabis Gateway often to stay up to date with new companies at:
Posted by AGORACOM-JC
at 7:30 PM on Wednesday, November 18th, 2020
Announced that it has closed the 1st tranche of a Unit financing. In connection with the closing, the Company issued 1,838,000 Units at a price of $0.55 per Unit, for gross proceeds of $1,010,900.
Each Unit consists of one (1) common share and one (1) warrant. Each warrant entitles the holder to purchase one common share of the Company, at an exercise price of $0.75 per share, for a period of two years from the date of issuance.
Vancouver, British Columbia–(November 18, 2020) – TransCanna Holdings Inc.(CSE: TCAN) (FSE: TH8) (“TransCanna” or the “Company“) is pleased to announce that it has closed the 1st tranche of a Unit financing. In connection with the closing, the Company issued 1,838,000 Units at a price of $0.55 per Unit, for gross proceeds of $1,010,900. Each Unit consists of one (1) common share and one (1) warrant. Each warrant entitles the holder to purchase one common share of the Company, at an exercise price of $0.75 per share, for a period of two years from the date of issuance. The warrants are subject to an acceleration right that allows the Company to give notice of an earlier expiry date if the Company’s share price on the CSE or such other stock exchange the Company’s shares may be trading on is equal to or greater than $1.25 for a period of 20 consecutive trading days. 63,040 Broker’s warrants were issued in connection with finder’s fees payable and in lieu of 8% cash finder’s fees, 63,040 Broker’s Units were issued.
The private placement is subject to the approval of the Canadian Securities Exchange (“CSE”) and the securities will be subject to a four-month hold period under securities laws. The Company intends to use the net proceeds from the private placement for working capital purposes.
The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the company were not settled until shortly prior to closing and the company wished to close on an expedited basis for sound business reasons and in a time frame consistent with usual market practices for transactions of this nature.
About TransCanna Holdings Inc.
TransCanna Holdings Inc. is a California based, Canadian listed company building Cannabis-focused brands for the California lifestyle, through its wholly-owned California subsidiaries.
On behalf of the Board of Directors Bob Blink, CEO 604-349-3011
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.
Posted by AGORACOM-JC
at 12:39 PM on Wednesday, November 18th, 2020
Avicanna (AVCN: TSX) (AVCN: OTCQX) (0NN: FSE) is a vertically-integrated biopharmaceutical company developing and commercializing various cannabinoid-based products for the global marketplace.
Third Quarter Highlights
$882K in revenue, an increase of 24% from Q2-2020,
Double-digit growth quarter over quarter from Q4-2019
Reached a major milestone with the launch of certain products from its RHO Phyto product line in Canada and further diversified its revenue streams.
When we say vertically integrated, we mean it. Avicanna has 4 fully operating divisions to address the entire market for Cannabis products as follows:
1. The company has a full line of high end CBD based skin care products serving the consumer retail segment with Canadian distribution through Medical Cannabis by Shoppers, as well as global distribution later this year.
2. Avicanna’s superior medical cannabis line also features products distributed through Medical Cannabis by Shoppers, the online arm of Canada’s largest drugstore chain. In addition, the company recently received certification and authorization for the sale of pharmaceutical cannabinoid products with medical prescriptions in Colombia.
3. Avicanna also hosts a full pipeline of Pharmaceuticals in various stages of trials to address Dermatology, Psychiatry, Neurology, Pain and Oncology. Three of the company’s products are already as far as phase 2.
Posted by AGORACOM
at 8:18 AM on Wednesday, November 18th, 2020
Generates 21.2% Sequential Revenue Growth, with Record Gross Revenues of $19.6 Million and Continued Positive Adjusted EBITDA (1) of $4.5 million
Reports Strong Combined Gross Margin of 54.7% (1) Driven by Improved Harvest Yields and Higher Wholesale Volumes
Expects Full Year Gross Revenues of Approximately $61 Million – $63 Million with Adjusted EBITDA of 8-10% (1)(2)
OAKLAND, CA and TORONTO, Nov. 18, 2020 /CNW/ – Harborside Inc. (“Harborside” or the “Company”) (CSE: HBOR) (OCTQX: HBORF), a California-focused, vertically integrated cannabis enterprise, today reported its financial results for the period ending September 30, 2020 (“Q3 2020”). The Q3 2020 financial report and corresponding management’s discussion and analysis (collectively the “Q3 Filings”) are available for download from the Company’s investor website,investharborside.com, and on the Company’sSEDAR profile. Unless otherwise indicated, all dollar amounts in this press release are in U.S. dollars.
Management Commentary
“We’ve implemented strong operational improvements that have continued our progress towards long term profitability and sustained growth. Harborside continues to be one of the leaders in the Northern California market,” said Peter Bilodeau, Chairman, and interim Chief Executive Officer. “As our production capacity is expected to ramp up in early 2021, following the completion of the planned upgrades at our Salinas greenhouse facility, we expect to be well-positioned to accelerate our growth and continue to gain wholesale market share. I’m thrilled with how far Harborside has come this year and look forward to further growth in 2021.”(2)
Q3 2020 Financial Results and Highlights (2)(3)
Q3 2020
Q2 2020
Q1 2020
Q4 2019
Retail Revenues
$10,681,897
$10,940,143
$10,181,471
$9,511,221
Wholesale Revenues(a)
$8,890,723
$5,208,439
$4,456,775
$2,185,701
Total Gross Revenues(a)
$19,572,620
$16,148,582
$14,638,246
$11,696,922
Retail Gross Profit(e)
$5,353,429
$5,601,565
$5,219,890
$4,903,947
Wholesale Gross Profit(a)(e)
$5,360,764
$2,435,952
$787,964
-$1,373,186
Total Gross Profit(a)(e)
$10,714,193
$8,037,517
$6,007,854
$3,530,761
Retail Gross Margin(b)(e)
50.10%
51.20%
51.30%
51.60%
Wholesale Gross Margin(a)(e)
60.30%
46.80%
17.70%
-62.80%
Total Gross Margin(e)
54.70%
49.80%
41.00%
30.20%
G&A/Professional Fees(c)(d)
$6,783,987
$6,764,781
$5,786,573
$7,621,971
Adjusted EBITDA(e)
$4,473,046
$642,025
$431,562
-$2,796,178
NOTES:
a. Not including excise taxes or biological asset adjustments.
b. Retail gross margin in Q1 2020 and Q2 2020 are slightly affected by additional expenditures on personal protective equipment and other safety measures due to the COVID-19 pandemic. Retail gross margin in Q2 2020 and Q3 2020 include additional pay for the Company’s front line workers and expenses relating to the impacts of the civil unrest in the Bay Area to certain of the Company’s retail stores.
c. Professional Fees for the fourth quarter of 2019 include approximately $953,000 in one-time fees and accruals for legal matters
d. Professional Fees for Q2 2020 and Q3 2020 include approximately $977,000 and $1,115,000, respectively, in one-time costs relating to the audits and restatements of certain of the Company’s previous financial statements.
e. This is a non-IFRS reporting measure. For a reconciliation of this to the nearest IFRS measure, see “Use of Non-IFRS Measures” and “Non-IFRS Measures” in the Company’s management discussion and analysis for September 30, 2020.
Q3 2020 Financial Summary
During Q3 2020, Harborside generated total gross revenues of approximately $19.6 million. This represented 21.2% sequential growth over the second quarter of 2020 (“Q2 2020”) and a 42.9% year-over-year increase when compared to the approximately $13.7 million of gross revenues reported in the period ending September 30, 2019 (“Q3 2019”). Combined gross profit before excise taxes and adjustments for biological assets was approximately $10.7 million, an 85.8% year-over-year increase as compared to the $5.8 million reported in Q3 2019. On a year over year basis, combined gross margins increased from 42.1% in Q3 2019 to 54.7% in Q3 2020(1).
Harborside’s wholesale operations reported gross wholesale revenues of approximately $8.9 million, representing 70.7% sequential growth compared to Q2 2020 and a year-over-year increase of 169.4% as compared to the approximately $3.3 million in gross revenues reported for Q3 2019. The year-over-year increase in gross wholesale revenues was primarily due to improved harvest yields and production of premium flower, higher sales volumes, and higher average prices per pound at the Company’s 47-acre integrated production campus in Salinas, California (the “Salinas Facility”). As compared to gross wholesale revenues, wholesale gross margins increased from -22.1% in Q3 2019 to 60.3% in Q3 2020(1).
The Company’s retail operations generated revenues of approximately $10.7 million, a 2.8% increase as compared to the approximately $10.4 million realized in Q3 2019, with gross margins improving from 48.5% to 50.1% on a year-over-year basis, despite increased costs for safety and staffing related to COVID-19 and inventory losses experienced during the civil unrest that occurred in the Bay Area.(1) The year-over-year increase in retail revenue was driven primarily by the Company’s enhanced merchandising and pricing initiatives which resulted in, amongst other things, improved product mix, selected pricing changes and higher sell-through of internally produced products. Across Harborside’s retail stores in California, the Company’s branded products represented from 9 to 14 of the 25 top-selling SKUs in Q3 2020.
Total operating expenses for Q3 2020 were approximately $7.8 million, including $1.15 million in one-time costs related to the audit and restatement of prior year financials. This was a 7.5% year-over-year decrease when compared to approximately $8.5 million of costs incurred in Q3 2019. The year-over-year decrease in operating expenses is primarily related to a decrease in general and administrative expenses of $1.1 million to $4.1 million as compared to $5.2 million in Q3 2019, a decrease in allowance for credit losses of $0.3 million, and a decrease in write-downs of receivables, investments and advances of $1.3 million, as no impairments were recorded on any of the Company’s investments in Q3 2020.
During Q3 2020, the Company also recorded an income tax provision of $1.8 million, compared to $1.3 million in Q3 2019, based on estimated federal income taxes payable at period-end.
Operating Income for Q3 2020 was approximately $0.8 million, compared to an operating loss of approximately $3.6 million for Q3 2019. Net loss and comprehensive loss was $2.4 million, compared to a net loss and comprehensive loss of $1.9 million in Q3 2019, a 24.2% decrease on a year-over-year basis. The year over year decrease was due primarily to additional income tax provisions and related interest expense booked during Q3 2020.
Adjusted EBITDA(1) for Q3 2020 was approximately $4.5 million, compared to a negative EBITDA(1) of approximately $0.9 million for Q3 2019, with the year over year increase being driven largely by improved operating efficiencies and headcount reductions across the Company. See “Non-IFRS Financial Measures, Reconciliation, and Discussion.”
Q4 2020 and Full Year Expectations (2)(4)
The Company expects Q4 2020 gross revenues to follow a more historically typical seasonal pattern, with lower flower production and wholesale revenues, resulting in total combined gross revenues of $11 million to $12.5 million for the fourth quarter, with EBITDA(1) for the quarter close to breakeven. For the full year ended December 31, 2020, the Company expects gross revenues in the range of approximately $61 – $63 million, with Adjusted EBITDA(1) for the year in the range of 8 – 10% of revenues.
Liquidity and Cash Balance (2)(3)
As of September 30, 2020, Harborside had approximately $13.3 million in cash. The increase in cash balance since the second quarter of 2020 included a delay in payment of approximately $1.6 million of sales taxes that were due to the state of California. Payment of these taxes was postponed by the state as part of their COVID-19 business relief program and, in accordance with state guidelines, the funds were ultimately remitted at the end of October 2020.
Recent Operational Highlights
Wholesale Operations: Harborside recently announced planned cultivation facility upgrades at the Salinas Facility. The planned upgrades include, among other things, the installation of blackout curtains and supplemental LED grow lights at the Salinas Facility. Following the successful completion of these upgrades, the Company expects an approximately 50% increase in production, an expected approximately 10% increase in bulk wholesale revenue capacity, and an approximately 7% increase in the total productive capacity, on an annualized basis(2)(4). The upgrades are expected to be completed within the first quarter of 2021(2).
In furtherance of its brand strategies, Harborside announced that two of its award-winning in-house brands, Harborside Farms and Key, introduced new product offerings for the market. Key has added ‘Key Mini Pre-Rolls’, a pack of seven 0.5g strain specific pre-rolls, to its product suite. These mini pre-rolls use flower that is sustainably grown in Harborside’s state of the art greenhouses using proprietary techniques. Key also recently offered a new seasonal SKU, ‘Limited Edition Skeleton Key Mini Pre-Rolls’, a nighttime blend of G4 OG and Gelato 33 packed in seven 0.5g mini pre-rolls. Harborside Farms has also added ‘Harborside Farms Quarter Ounces’, which offers strain-specific and single-origin flower from Harborside Farms. The Company also recently commenced sales of clones grown at its Salinas Facility at all Harborside branded retail locations, including Desert Hot Springs.
Capital Markets: During Q3 2020, the Company commenced trading on the OTCQX under the ticker symbol of “HBORF” and, subsequent to the quarter end, Harborside received depository trade clearance (DTC) eligibility.
Acquisitions: Subsequent to Q3 2020, Harborside announced it had executed a definitive agreement with FGW Haight, Inc. (“FGW”) to acquire majority ownership FGW, which holds a dispensary license in the historic Haight-Ashbury District of San Francisco, where the Company expects to start operations in the second quarter of 2021(2).
Secured Indemnity
On November 17, 2020, the Company and its subsidiaries entered into a guaranty and security agreement to guarantee and secure the obligations of the Company to defend and to indemnify its directors and officers (collectively, the “Secured Indemnity“). The Secured Indemnity is intended to supplement coverage available under existing directors and officers insurance maintained by the Company in order to mitigate concerns about claims and potential claims against directors and officers and whether the available insurance applies to and will satisfy in full such claims and potential claims. The scale and complexity of the Company’s operations in a highly regulated sector requires that the directors and officers managing those operations be committed to the performance of their duties without undue or inappropriate distractions. In management’s view, concerns about claims and potential claims and adequacy of insurance may detract from the performance of the directors and officers involved in the Company’s operations or lead to their resignations, which would disrupt the Company’s business. The Board has therefore determined that it is in the best interests of the Company and its subsidiaries to enter into the Secured Indemnity in order to induce the directors and officers to perform their duties to the Company, provide comfort to the directors and officers involved in the Company’s operations and to encourage their ongoing services.
The Secured Indemnity constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“). The Company is relying on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.5 (b) and subsection 5.7(a) of MI 61-101, respectively, as the Company’s shares are not listed on specified markets and neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Secured Indemnity, in relation to the interested parties, will represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.
Harborside Inc., a vertically integrated enterprise with cannabis licenses covering retail, distribution, cultivation, nursery, and manufacturing, is one of the oldest and most respected cannabis companies in the world. Founded in California in 2006, Harborside was awarded one of the first six medical cannabis licenses granted in the United States. Today, the company operates three major dispensaries in the San Francisco Bay Area, a dispensary in the Palm Springs area outfitted with Southern California’s only cannabis drive-thru window, a dispensary in Oregon and an integrated cultivation/production facility in Salinas, California. Harborside continues to play an instrumental role in making cannabis safe and accessible to a broad and diverse community of California and Oregon consumers. Harborside is currently a publicly listed company, trading on the CSE under the ticker symbol “HBOR” and the OTCQX under the ticker symbol “HBORF”. Additional information regarding Harborside is available under Harborside’s SEDAR profile atwww.sedar.com.
Posted by AGORACOM-JC
at 7:42 AM on Monday, November 16th, 2020
Announced the appointment of Ms. Jennifer Brown to the Company’s Board of Directors
Vancouver, British Columbia–(November 16, 2020) – TransCanna Holdings Inc.(CSE: TCAN) (FSE: TH8) (“TransCanna” or the “Company“) is pleased to announce the appointment of Ms. Jennifer Brown to the Company’s Board of Directors.
Ms. Brown is an Experienced Enterprise Risk Manager, Anti-Money Laundering, Compliance & Fraud Prevention Professional. Ms. Brown has over 15 years managing various organizations’ operations divisions and enterprise risk management programs at various financial institutions. In her roles, Ms. Brown has been responsible for the development and implementation of analytic fiscal reports, policies, and procedures that satisfy compliance requirements and maintaining thorough understanding of state and federal laws and regulations to ensure compliance. Mr. Brown earned a Bachelors’ Degree in Criminal Justice with concentration on Homeland Security from Brandman University and is currently pursuing an MBA in Accounting from National University. Ms. Brown is a member of the Association of Certified Anti-Money Laundering Specialist (ACAMS), California Financial Crimes Investigators Association (CFCIA), Northern California Compliance Roundtable, Sacramento Metro EDGE, and Sacramento Young Professionals (YP).
Ms. Brown has also been appointed a member of the Company’s audit committee.
“We are excited to have Jennifer join the Board of Directors here at Transcanna. She is a great addition to our team and brings a wealth of experience and knowledge to help propel the Company forward,” stated Bob Blink, the Company’s CEO.
About TransCanna Holdings Inc.
TransCanna Holdings Inc. is a California based, Canadian listed company building Cannabis-focused brands for the California lifestyle through its wholly-owned California subsidiaries.
On behalf of the Board of Directors Bob Blink, CEO 604-349-3011
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.
Posted by AGORACOM-JC
at 12:05 PM on Friday, November 13th, 2020
Company intends to issue the Units at a price of $0.85 per Unit for gross proceeds of a minimum of $5,000,000 and a maximum of $7,000,000 . Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant
Each Warrant will be exercisable for one Common Share at a price of $1.20 per share at any time for a period of 36 months following closing of the Offering.
TORONTO , Nov. 13, 2020 – Avicanna Inc. (” Avicanna “, or the ” Company “) (TSX: AVCN) (OTCQX: AVCNF) (FSE: 0NN) is pleased to announce that it has priced its previously announced marketed public offering (the ” Offering “) of units (the ” Units “) of the Company. The Company intends to issue the Units at a price of $0.85 per Unit for gross proceeds of a minimum of $5,000,000 and a maximum of $7,000,000 . Each Unit will consist of one common share of the Company (each a ” Common Share “) and one-half of one common share purchase warrant (each full warrant, a ” Warrant ” and collectively the ” Warrants “). Each Warrant will be exercisable for one Common Share (each a ” Warrant Share “) at a price of $1.20 per share at any time for a period of 36 months following closing of the Offering.
The Offering is being conducted on a “best efforts” basis by a syndicate of agents led by Echelon Wealth Partners Inc., as lead agent and sole-bookrunner, and including Beacon Securities Limited and Canaccord Genuity Corp. (collectively, the ” Agents “).
The Company has granted the Agents an option, exercisable in whole or in part, at the sole discretion of the Agents, at any time for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Units sold under the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes (the ” Over-Allotment Option “). The Over-Allotment Option may be exercised by the Agents to purchase additional Units, Common Shares, Warrants or any combination thereof.
The Offering will be completed on a “best efforts” basis through the Agents (i) by way of a short form prospectus to be filed in the Canadian Jurisdictions (ii) on a private placement basis to “accredited investors” meeting one or more of the criteria in Rule 501(a) of Regulation D (” Regulation D “) under the United States Securities Act of 1933 , as amended (the ” U.S. Securities Act “) pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) thereof and similar exemptions under applicable state securities laws, Qualified Institutional Buyers in the United States pursuant to the registration exemptions provided by Rule 144A of the US Securities Act, and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.
The Offering is expected to close on or about December 3, 2020 , or such other date as the Company and the Agents may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the Toronto Stock Exchange.
The Company intends to use the net proceeds of the Offering for product development, working capital and general corporate purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States . The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Avicanna Inc.
Avicanna is a diversified and vertically integrated Canadian biopharmaceutical company focused on the research, development, and commercialization of plant-derived cannabinoid-based products for the global consumer, medical, and pharmaceutical market segments.
Avicanna is an established leader in cannabinoid research and development, which it primarily conducts at its R&D headquarters in the Johnson & Johnson Innovation Centre, JLABS @ Toronto, Canada and in collaboration with leading Canadian academic and medical institutions. In addition to its developing pharmaceutical pipeline, Avicanna’s team of experts have developed and commercialized several industry leading product lines, including:
Pura H&W™: an advanced and clinically tested line of CBD consumer derma-cosmetic products; and,
RHO Phyto™: an advanced line of medical cannabis products containing varying ratios of CBD and THC currently available nation-wide across Canada in partnership with Medical Cannabis by Shoppers™, a subsidiary of Shoppers Drug Mart. RHO Phyto is the first strictly medical formulary of advanced “Cannabis 2.0” products, containing oils, sprays, capsules, creams, and gels, all 2 developed with scientific rigour, manufactured under GMP standards and supported by pre-clinical data.
With ongoing clinical trials on its derma-cosmetic (Pura H&W), medical cannabis (RHO Phyto) and a pipeline of pharmaceutical products, Avicanna’s dedication to researching the important role that cannabinoids play in an increasingly wider scope of products has been at the core of the Company’s vision since its inception. Furthermore, Avicanna’s commitment to education is demonstrated through its annual medical symposium, the Avicanna Academy educational platform, and the My Cannabis Clinic patient program through its subsidiary company.
Avicanna manages its own supply chain including cultivation and extraction through its two majority-owned subsidiaries, Sativa Nativa S.A.S. and Santa Marta Golden Hemp S.A.S., both located in Santa Marta , Colombia . Through these sustainable, economical, and industrial scale subsidiaries, Avicanna cultivates, processes, and commercializes a range of cannabis and hemp cultivars dominant in CBD, CBG, THC, and other cannabinoids for use as active pharmaceutical ingredients. Avicanna’s Avesta Genetica program specializes in the development and optimization of rare cultivars for commercial production along with feminized seeds for global export. In June 2020 , Avicanna made history with a shipment of hemp seeds to the United States of America by completing the first ever export of hemp seeds from Colombia .
Stay Connected
For more information about Avicanna, visit www.avicanna.com , call 1-647-243-5283, or contact Setu Purohit , President by email at [email protected].
Cautionary Note Regarding Forward-Looking Information and Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the terms, timing and potential completion of the Offering, satisfaction of regulatory requirements in various jurisdictions and the use of proceeds from the Offering.
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to current and future market conditions, including the market price of the common shares of the Company, the delay or failure to receive regulatory approvals, and the risk factors set out in the Company’s annual information form dated April 15, 2020 , filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com .
Posted by AGORACOM
at 9:21 AM on Friday, November 13th, 2020
The acquisition of American CBD immediately creates a vertically integrated model, controlling each aspect of its supply chain, including production, logistics and value chain.
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 acquired all of the outstanding share capital of American CBD Extraction Corp. (“American CBD“).
Through its Kentucky-based subsidiary, American CBD has the ability to process over 1,200 lbs. of hemp per day to produce winterized crude. With the acquisition of American CBD, Thoughtful Brands will immediately adopt a vertically integrated model, controlling each aspect of its supply chain, including production, logistics and value chain.
“The acquisition of American CBD marks a promising new phase for the Thoughtful Brands,” said CEO Ryan Dean Hoggan. “With vertical integration taking effect immediately, we look forward to the entire business benefitting through reduced costs, additional expansion opportunities and product innovation.”
Through the acquisition of American CBD, the Company has acquired an abundance of hemp biomass along with a fully equipped and licensed 41,000 square foot facility that can process more than 1,200 pounds of hemp per day. This enables new focuses for Thoughtful Brands across multiple means of production, including the launch of new superior quality, proprietary CBD brands with products made from hemp they extract and produce themselves. In addition, Thoughtful Brands plans to develop products for future brand clients and will also become a wholesale supplier of hemp biomass. Thoughtful Brands will also utilize American CBD’s technological and scientific expertise to enhance the formulations of the direct-to-consumer CBD brands currently under the Company’s umbrella.
“We look forward to closing 2020 on a high note and an array of new initiatives in 2021,” added Hoggan.
The acquisition of American CBD proceeded pursuant to an amalgamation agreement among the Company, a wholly owned subsidiary of the Company (“Subco“) and American CBD (the “Definitive Agreement“). Pursuant to the Definitive Agreement, American CBD amalgamated with Subco, and the resulting amalgamated entity is now a wholly-owned subsidiary of the Company (the “Transaction“). In consideration for the completion of the Transaction, the Company has issued 110,000,000 common shares (“Consideration Shares“) to the shareholders of American CBD in exchange for every share of American CBD they held.
The Consideration Shares are subject to a voluntary pooling arrangement, from which 25% of the Consideration Shares were released on the closing date of the Transaction, with a release of an additional 25% after each subsequent 90-day period.
In connection with the closing of the Transaction, the Company has also entered into an operating agreement (the “Operating Agreement“) with 9112-7258 Quebec Inc. (the “Operator“) for the operation of the American CBD assets in Jenkins, Kentucky. Pursuant to the Operating Agreement, the Company has paid the Operator a bonus of Cdn$1,300,000, which has been settled through the issuance of 13,000,000 common shares of the Company (the “Bonus Shares“). In addition to the Bonus Shares, the Operator will be entitled to receive a Cdn$2,000,000 payment (“Milestone Payment“) from the Company upon (i) the achievement of cumulative sales of over USD$1,000,000 produced from the Kentucky facility acquired as part of the Transaction; or (ii) the entering into of a supply agreement with a third-party to deliver finished product on a wholesale basis at a price less than the manufacturing cost of similar product by the Company. The Milestone Payment will be settled through the issuance of common shares of the Company (“Milestone Shares“), which shall be valued based on the five-day volume weighted average closing price of the Company’s shares on the Canadian Securities Exchange immediately prior to the milestone payments becoming payable.
The Company is at arms-length from American CBD and its shareholders. The Transaction neither constitutes a fundamental change nor a change of business for the Company, nor has it resulted in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. In connection with the completion of the Transaction, the Company has issued 1,100,000 common shares to an arms-length third-party who assisted with facilitating the Transaction.
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. Thoughtful Brands currently owns and operates multiple direct to consumer CBD brands and is positioning itself to become vertically integrated through the acquisition of American CBD Extraction Corp.
ON BEHALF OF THE BOARD OF DIRECTORS THOUGHTFUL BRANDS INC.
Posted by AGORACOM-JC
at 4:38 PM on Thursday, November 12th, 2020
Announced that it has filed and has been receipted for a preliminary short form prospectus with the securities commissions in Alberta , British Columbia , Manitoba , Ontario and Saskatchewan in connection with a marketed public offering of units of the Company
Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant
Each Warrant will be exercisable for one Common Share (each a ” Warrant Share “) at any time for a period of 24 months following closing of the Offering
Final pricing of the Units, the Warrant exercise price and the determination of the number of Units to be sold pursuant to the Offering will be determined in the context of the market prior to the filing of the final short form prospectus in respect of the Offering
TORONTO , Nov. 12, 2020 – Avicanna Inc. (” Avicanna “, or the ” Company “) (TSX: AVCN) (OTCQX: AVCNF) (FSE: 0NN) is pleased to announce that it has filed and has been receipted for a preliminary short form prospectus with the securities commissions in Alberta , British Columbia , Manitoba , Ontario and Saskatchewan (the ” Canadian Jurisdictions “) in connection with a marketed public offering (the ” Offering “) of units (the ” Units “) of the Company.
Each Unit will consist of one common share of the Company (each a ” Common Share “) and one-half of one common share purchase warrant (each full warrant, a ” Warrant ” and collectively the ” Warrants “). Each Warrant will be exercisable for one Common Share (each a ” Warrant Share “) at any time for a period of 24 months following closing of the Offering. Final pricing of the Units, the Warrant exercise price and the determination of the number of Units to be sold pursuant to the Offering will be determined in the context of the market prior to the filing of the final short form prospectus in respect of the Offering. The Offering will be conducted on a “best efforts” basis by a syndicate of agents led by Echelon Wealth Partners Inc., as lead agent and sole-bookrunner, and including Beacon Securities Limited and Canaccord Genuity Corp. (collectively, the ” Agents “).
The Company has granted the Agents an option, exercisable in whole or in part, at the sole discretion of the Agents, at any time for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Units sold under the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes (the ” Over-Allotment Option “). The Over-Allotment Option may be exercised by the Agents to purchase additional Units, Common Shares, Warrants or any combination thereof.
The Offering will be completed (i) by way of a short form prospectus to be filed in the Canadian Jurisdictions (ii) on a private placement basis to “accredited investors” meeting one or more of the criteria in Rule 501(a) of Regulation D (” Regulation D “) under the United States Securities Act of 1933 , as amended (the ” U.S. Securities Act “) pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) thereof and similar exemptions under applicable state securities laws, Qualified Institutional Buyers in the United States pursuant to the registration exemptions provided by Rule 144A of the US Securities Act, and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.
The Offering is expected to close on or about December 3, 2020 , or such other date as the Company and the Agents may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the Toronto Stock Exchange.
The Company intends to use the net proceeds of the Offering for product development, working capital and general corporate purposes.
The preliminary short form prospectus is available on SEDAR at www.sedar.com .
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States . The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Avicanna Inc.
Avicanna is a diversified and vertically integrated Canadian biopharmaceutical company focused on the research, development, and commercialization of plant-derived cannabinoid-based products for the global consumer, medical, and pharmaceutical market segments.
Avicanna is an established leader in cannabinoid research and development, which it primarily conducts at its R&D headquarters in the Johnson & Johnson Innovation Centre, JLABS @ Toronto, Canada and in collaboration with leading Canadian academic and medical institutions. In addition to its developing pharmaceutical pipeline, Avicanna’s team of experts have developed and commercialized several industry leading product lines, including:
Pura H&W™: an advanced and clinically tested line of CBD consumer derma-cosmetic products; and,
RHO Phyto™: an advanced line of medical cannabis products containing varying ratios of CBD and THC currently available nation-wide across Canada in partnership with Medical Cannabis by Shoppers™, a subsidiary of Shoppers Drug Mart. RHO Phyto is the first strictly medical formulary of advanced “Cannabis 2.0” products, containing oils, sprays, capsules, creams, and gels, all 2 developed with scientific rigour, manufactured under GMP standards and supported by pre-clinical data.
With ongoing clinical trials on its derma-cosmetic (Pura H&W), medical cannabis (RHO Phyto) and a pipeline of pharmaceutical products, Avicanna’s dedication to researching the important role that cannabinoids play in an increasingly wider scope of products has been at the core of the Company’s vision since its inception. Furthermore, Avicanna’s commitment to education is demonstrated through its annual medical symposium, the Avicanna Academy educational platform, and the My Cannabis Clinic patient program through its subsidiary company.
Avicanna manages its own supply chain including cultivation and extraction through its two majority-owned subsidiaries, Sativa Nativa S.A.S. and Santa Marta Golden Hemp S.A.S., both located in Santa Marta , Colombia . Through these sustainable, economical, and industrial scale subsidiaries, Avicanna cultivates, processes, and commercializes a range of cannabis and hemp cultivars dominant in CBD, CBG, THC, and other cannabinoids for use as active pharmaceutical ingredients. Avicanna’s Avesta Genetica program specializes in the development and optimization of rare cultivars for commercial production along with feminized seeds for global export. In June 2020 , Avicanna made history with a shipment of hemp seeds to the United States of America by completing the first ever export of hemp seeds from Colombia .
Stay Connected
For more information about Avicanna, visit www.avicanna.com , call 1-647-243-5283, or contact Setu Purohit , President by email at [email protected] .
Cautionary Note Regarding Forward-Looking Information and Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the terms, timing and potential completion of the Offering, satisfaction of regulatory requirements in various jurisdictions and the use of proceeds from the Offering.
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to current and future market conditions, including the market price of the common shares of the Company, the delay or failure to receive regulatory approvals, and the risk factors set out in the Company’s annual information form dated April 15, 2020 , filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com .
