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Revive Therapeutics Announces Closing of Brokered Private Placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

TORONTO, March 18, 2020 – Revive Therapeutics Ltd. (“Revive” or the “Company”) (CSE: RVV), a cannabis and psychedelic life sciences company, is pleased to announce that further to its press release of February 11, 2020, it has closed a private placement of 33,535,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of $1,676,750 (the “Offering”). Hampton Securities Limited acted as sole lead agent (the “Agent”) in connection with the Offering.

Each Unit consists of one common share (“Share”) in the capital of the Company and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder thereof to acquire one common share of the Company (each a “Warrant Share”) at a price of $0.07 per Warrant Share at any time until March 18, 2023.

Pursuant to the Offering, Revive paid the Agent a cash commission of $150,907.50, a corporate finance fee of $22,600 and issued the Agent 3,018,150 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the Agent to purchase one unit of the Company (each a ‎‎ “Compensation Unit”) at the price of $0.05 per Compensation Unit at any time until March 18, 2022.

Each Compensation Unit is comprised of one common share in the capital of ‎the Company and one common share purchase warrant (each a ‎‎”Compensation Unit Warrant”). Each Compensation Unit Warrant shall entitle the holder thereof to ‎purchase one common share in the capital of the Company (each a “Compensation Warrant Share”) ‎at a price of $0.07 per Compensation Warrant Share at any time until March 18, 2023.

The Company intends to use the net proceeds of the Offering for general corporate purposes.

All securities issued pursuant to the Offering are subject to a statutory hold period of four months and ‎one day.

“Given the current financial situation brought about by the COVID-19 pandemic, it is a testament to the core business of the Company in closing the Offering,” said Michael Frank, Revive’s Chief Executive Officer. “The proceeds from the Offering will enable the Company to continue and broaden its research and development initiatives. Revive has a portfolio of core IP that can address a variety of unmet medical needs.”

This press release shall not constitute an offer for the sale of securities, nor a solicitation for offers to buy securities in any jurisdiction. The securities referred to in this press release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

About Revive Therapeutics Ltd.

Revive is a company focused on the research, development and commercialization of novel psychedelic and cannabinoid-based life sciences products. Revive’s cannabinoid technology is being advanced to fill the medical needs for diseases and disorders such as pain, inflammation, and wound care. Revive’s cannabinoid pharmaceutical portfolio focuses on rare inflammatory areas such as liver disease. The company has been granted FDA orphan drug status designation for the use of CBD to treat auto-immune hepatitis (liver disease) and FDA orphan drug status designation for the use of CBD to treat ischemia and reperfusion injury from organ transplantation. With its recent acquisition of Psilocin Pharma Corp., Revive will advance Psilocybin-based therapeutics in various diseases and disorders and will prioritize development efforts to take advantage of a number of regulatory incentives awarded by the FDA such as Orphan Drug, Fast Track, Breakthrough Therapy and Rare Pediatric Disease designations.

For more information please contact:
Michael Frank
Chief Executive Officer
Revive Therapeutics Ltd.
Tel: 1 888 901 0036
Email: mfrank@fbn.436.myftpupload.com
Website: www.revivethera.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement

This press release contains ‘forward-looking information’ within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Revive’s current belief or assumptions as to the outcome and timing of such future events. Forward looking information in this press release includes information with respect to the Offering, including the intended use of proceeds. Forward-looking information is based on reasonable assumptions that have been made by Revive at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. Given these risks, uncertainties and assumptions, you should not unduly rely on these forward-looking statements. The forward-looking information contained in this press release is made as of the date hereof, and Revive is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. Reference is made to the risk factors disclosed under the heading “Risk Factors” in the Company’s annual MD&A for the fiscal year ended June 30, 2019, which has been filed on SEDAR and is available under the Company’s profile at www.sedar.com.

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CHAMPIGNON BRANDS TO ACQUIRE CRAFT MUSHROOM CULTIVATOR

VANCOUVER, British Columbia / March 13, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496), a wellness company specializing in medicinal mushroom and mushroom-infused products, continues to accelerate its vertical integration through the addition of craft mushroom production, manufacturing and research capabilities. The Company is pleased to announce it has entered into a definitive agreement (the “Agreement”) to acquire Artisan Growers Ltd. (“Artisan Growers”), a British Columbia based craft mushroom cultivator and supplier.

Artisan Growers operates a craft mushroom cultivation facility capable of producing an assortment of organic craft mushroom varietals including Lion’s Mane, Chaga, Reishi and Agaricus Blazei. Artisan Growers utilizes a variety of cultivation techniques and grow infrastructure to produce premium craft mushrooms.

Champignon plans to integrate Artisan Growers’ craft mushroom production capacity into its existing medicinal mushroom manufacturing, formulation and distribution infrastructure as the Company continues to control its supply chain directly to the end user.

Champignon has apportioned and allocated a dedicated laboratory area (the “Laboratory Area“) within the existing Artisan Growers facility for specific research and development (“R&D”) activities and fungi profile analysis, with the objective of:

  • Further investigating the integration of its mushroom extracts as an alternative medicine delivery system;
  • Formulating bioactive compounds extracted from plants/fungi;
  • Cultivating fungi varietals, which will include psilocybin, to be commenced as soon as the Company has determined the appropriate regulatory approvals have been received; and,
  • Isolating and synthesizing of certain plant/fungi extracts.

“With the acquisition of Artisan Growers, we continue to optimize our upstream, downstream and distribution capabilities, all the while securing valuable infrastructure to expedite our R&D pursuits,” stated Gareth Birdsall, Chief Executive Officer of Champignon Brands. “Over the coming quarters we will tactically execute on our stated business plan and look to also emerge as a best-in-class vertically integrated medicinal mushroom extract formulator, integrating alternative medicine, clinical research and vocational rehabilitation into the Company’s current product portfolio.”

Under the terms of the Agreement, Champignon will acquire 100 percent of the issued and outstanding shares of Artisan Growers for total consideration of 8 million common shares in the capital of the Company (the “Consideration Shares”). The Consideration Shares will be issued at an attributed price equal to a five-day volume-weighted average price at the time of issuance. A finder’s fee is applicable to this transaction.

About Champignon Brands Inc.

Champignon Brands has positioned itself to rapidly become a global force as a vertically integrated producer of artisanal medicinal mushrooms and associated products. The Champignon team is focused on enhancing the health and wellness of millions of consumers who can benefit from its premium suite of organic, sustainable and non-GMO mushroom and mushroom-infused formulations.

ON BEHALF OF THE BOARD OF DIRECTORS

W. Gareth Birdsall
CEO & Director
E: info@champignonbands.com
T: +1 (778) 549-6714

FOR INVESTOR INQUIRIES:
Tyler Troup
Circadian Group
E: SHRM@braxiascientific.com

FOR CHAMPIGNON BRANDS FRENCH INQUIRIES:

Remy Scalabrini, Maricom Inc.
E: rs@maricom.ca
T: (888) 585-MARI

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for Champignon Brands described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com.

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Spherix Completes Name Change to AIkido Pharma Inc.

Company Now Trades under Ticker AIKI

NEW YORK, March 13, 2020 /PRNewswire/ — Spherix Incorporated today announced it has completed its name change to AIkido Pharma Inc. and now trades under the ticker “AIKI”.  The name change reflects company’s increased focus on the use of Artificial Intelligence and Machine Learning (AI and ML) in the drug development space.

Anthony Hayes, CEO of AIkido, stated, “This name change is the culmination of our transformation to an innovative drug development company focused on leveraging the power of AI/ML to accelerate drug development. The U.S. healthcare system is at an important crossroads as it faces major demographic shifts, burgeoning costs, and transformative technologies. AI/ML is increasingly viewed as an answer, as evidenced using these technologies to help address the Coronavirus outbreak. AIkido Pharma Inc., with the use of the ‘AI’ in the name ‘Aikido’ underscores our commitment to this evolution. In addition, AIkido is a martial art known for using an opponent’s efforts against that opponent, alluding to our vision to develop technologies that allows humans to use cancer’s own attributes against the disease.”

About AIkido

AIkido, formerly known as Spherix, was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics.  The Company’s platform consists of patented technology from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and Wake Forest University. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In addition, we are constantly seeking to grow our pipe to treat unmet medical needs in oncology.

Contact:

Investor Relations:
Hayden IR
Brett Maas, Managing Partner
Phone: (646) 536-7331
Email: brett@haydenir.com
www.haydenir.com

AIkido:
Phone: 212-745-1373
Email: investorrelations@spherix.com
www.spherix.com

CisionView original content:http://www.prnewswire.com/news-releases/spherix-completes-name-change-to-aikido-pharma-inc-301023121.html

SOURCE AIkido Pharma Inc.

News Provided by PR Newswire via QuoteMedia

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Leading Psychedelic Pharmaceutical Company MindMed Forms New Board Committee To Evaluate Acquisitions And Scientific Collaborations

NEWS PROVIDED BY
Mind Medicine (MindMed) Inc.

Mar 12, 2020, 06:00 ET

‍

Mind Medicine (MindMed) Inc. (“MindMed”) has formed a Technology Evaluation, Acquisition and Scientific Integrity Board Committee to identify and expand the company’s clinical trial pipeline and IP portfolio of psychedelics. The committee will be advised by Johns Hopkins Professor of Psychiatry and Behavioral Sciences Matthew Johnson, Ph.D.  Professor Johnson is a renowned expert on psychedelics and addiction. He will act as both a senior advisor to the newly formed committee and will also join the company’s existing Scientific Advisory Board. In addition, pharma industry veteran and skilled psychiatry clinician Dr. Miri Halperin Wernli, who recently joined the board of directors and will be the chair of the board committee, will also act as senior advisor for MindMed’s clinical trials.

“We feel it is important to establish a world class team of experts to advise on the scientific merit and medical capabilities of our future acquisitions and pipeline,” said MindMed Founder and Co-CEO JR Rahn. “Professor Johnson and Dr. Halperin Wernli will be integral advisors to us as we evaluate new opportunities and build the most compelling clinical trial pipeline for psychedelics.”

Professor Matthew Johnson added: “MindMed is poised to make important advances in mental health treatment by developing psychedelic-based medicines. MindMed understands that meaningful and sustainable advances will be made when academics partner with industry to safely and responsibly shepherd these medicines through the approved medical regulatory process.”

With society facing huge challenges with anxiety, suicide and addictions, MindMed is aiming to use psychedelics to treat various mental disorders and provide an opportunity to discover the basic neuroscience of how these drugs really affect brain activity. MindMed aims to develop medicines derived from psychedelics to address significant unmet medical needs.

Dr. Miri Halperin Wernli said: “Psychiatry is in desperate need of fundamental mechanistic advances and MindMed is in the best position to bring the change needed. MindMed is well positioned to develop, scale, and deploy psychedelic-based medicines for the treatment of intractable mental health disorders. Their focus on, and partnerships with, academia is a key to this solid foundation and potential.”

The Technology Evaluation, Acquisition and Scientific Integrity Board Committee is expected to be composed of the following MindMed board members: Executive Chairman & Co-CEO Stephen Hurst, Board Director & Senior Advisor Miri Halperin Wernli, and Director & Co-CEO JR Rahn.

###

About Professor Matthew Johnson, Ph.D.

Matthew W. Johnson, Ph.D., Professor at Johns Hopkins, is an expert on psychedelics, other drugs, and addiction. Working with psychedelics for 16 years, he has published approximately 50 scientific papers on psychedelics. Matt published psychedelic safety guidelines in 2008, helping to resurrect psychedelic research. He published the first research on psychedelic treatment of tobacco addiction in 2014, and the largest study of psilocybin in cancer distress in 2016. His 2018 psilocybin review recommended Schedule IV upon medical approval. He has guided >100 psychedelic sessions. Matt also conducts behavioral economic research on both addiction and sexual risk. He conducts research with most psychoactive drug classes, was 2018 President of the Psychopharmacology Division of the American Psychological Association, and is current President of the International Society for Research on Psychedelics. Interviewed by: 60 Minutes (CBS News), New York Times, Washington Post, Wall Street Journal, BBC, CNN, Fox Business News, NPR, and Michael Pollan.

About Dr. Miri Halperin Wernli

Dr. Halperin Wernli is a senior pharmaceutical and biomedical executive with over 30 years of strategic and operational leadership in the biopharmaceutical industry.  Dr. Halperin Wernli previously worked in clinical psychiatry in Swiss academic hospital settings and then held various global senior leadership positions in the pharma and biotech industries in Switzerland and in the US (Merck, Sharp and Dohme, Roche and Actelion pharmaceuticals) covering Product Development, R&D, and Strategic Marketing. Dr. Halperin Wernli is a skilled clinician in child and adult psychiatry and an experienced Pharmaceutical leader with skills and broad expertise in Drug Development, Regulatory Affairs, Project & Portfolio Management, Development Finance & Controlling, and Corporate Strategy and Governance. Dr. Halperin Wernli currently serves as CEO of Creso Pharma, a listed cannabis company focused on the development and commercialization of cannabis and hemp derived therapeutic and nutraceutical products for human and animal health.

About MindMed

Mind Medicine (MindMed) Inc. is a neuro-pharmaceutical company that discovers, develops and deploys psychedelic inspired medicines to improve health, promote wellness and alleviate suffering. The company’s immediate priority is to address the opioid crisis by developing a non-hallucinogenic version of the psychedelic ibogaine. In addition, the company has established a microdosing division to conduct clinical trials of LSD microdosing for Adult ADHD. The MindMed executive team brings extensive biopharmaceutical industry experience to this groundbreaking approach to the development of next-generation psychedelic medicines.

For more information: www.mindmed.co.

MindMed trades on the NEO Exchange under the symbol MMED. MindMed can also be traded in the US under the symbol OTC: MMEDF and in Germany under the symbol DE:BGHM.

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AbbVie Announces New Formulary Listings for SKYRIZI® in the Treatment of Moderate to Severe Plaque Psoriasis

  • SKYRIZI® is an interleukin-23 (IL-23) inhibitor used for the treatment of moderate to severe 1
  • In clinical studies, SKYRIZI® significantly improved levels of skin clearance after just 16 weeks and maintained clearance at one year (52 weeks).1
  • Non-Insured Health Benefits program lists SKYRIZI® on its formulary effective February 21,
  • Manitoba lists SKYRIZI® on its provincial formulary effective March 02,
  • SKYRIZI® is the only IL-23 inhibitor to arrive at a positive conclusion with the pCPA and is currently listed on the formularies of Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia and the Non-Insured Health Benefits program.

 

MONTRÉAL, QC, March 11, 2020 – AbbVie (NYSE: ABBV), a global, research and development-based biopharmaceutical company, announced today that SKYRIZI® (risankizumab) is now listed on the formularies of the Non-Insured Health Benefits program (NIHB) and the province of Manitoba for the treatment of moderate to severe plaque psoriasis. This announcement comes just three months after AbbVie successfully reached an agreement with the pan-Canadian Pharmaceutical Alliance (pCPA), bringing a much-needed treatment to patients living with psoriasis.

 

Psoriasis is a chronic condition affecting 125 million people worldwide, including 1 million Canadians, and many patients despite treatment still do not reach their goals or lose treatment response over time.2-4 The most common form is plaque psoriasis, which affects approximately 90% of patients. 5

 

SKYRIZI® (risankizumab) is part of a collaboration between Boehringer Ingelheim and AbbVie, with AbbVie leading development and commercialization globally.

 

“It’s been very rewarding to see my psoriasis patients on the biologic SKYRIZI® respond so favorably. In my patients, I witness both a durable skin response and an improvement in quality of life and well-being,” states Dr. Marni C. Wiseman MD FRCPC, Dermatologist from SKiNWISE DERMATOLOGY. “There currently is a need for treatments with longer dosing intervals for patients located in remote communities. I am so pleased that Manitobans and Canada’s Indigenous population will have better access to this treatment,” adds Dr.

Wiseman.

 

According to the 2016 census, Aboriginal peoples in Canada totaled 1,673,785 people, or 4.9% of the national population.6 Of these, 223,310 Aboriginal people live in Manitoba, making up 18.0% of that population.7

 

For the Non-Insured Health Benefits program (NIHB), SKYRIZI® is effectively listed on NIHB’s Limited Use

formulary as of February 21, 2020 and criteria details will be featured in their next bulletin update.

 

Information regarding the Manitoba provincial criteria may be found by consulting the following link:

 

 

About SKYRIZI®

SKYRIZI® is a novel, humanized immunoglobulin monoclonal antibody designed to selectively inhibit IL-23, a naturally occurring cytokine involved in inflammatory and immune responses.1 On April 17, 2019, SKYRIZI™ received a NOC from Health Canada for the treatment of moderate to severe plaque psoriasis in patients who are candidates for systemic therapy or phototherapy, based on results from clinical studies showing significant improvement in levels of skin clearance after just 16 weeks and at 52 weeks with every 3-month dosing in more than 2000 adult patients.1 Four pivotal Phase 3 studies, ultIMMa-1, ultIMMa-2, IMMvent and IMMhance evaluated more than 2,000 patients with moderate to severe plaque psoriasis.4 Canadians living with moderate to severe plaque psoriasis were well represented in all four of the pivotal clinical trials leading to

Health Canada’s approval, showing the Canadian leadership in this clinical development program.

 

About AbbVie Care

The AbbVie Care program is designed to provide a wide range of customized services including reimbursement and financial support, pharmacy services, lab work reminders and coordination, personalized education and ongoing disease management support throughout the treatment journey. For more information, consult www.abbviecare.ca.

 

About AbbVie

AbbVie is a global, research and development-based biopharmaceutical company committed to developing innovative advanced therapies for some of the world’s most complex and critical conditions. The company’s mission is to use its expertise, dedicated people and unique approach to innovation to markedly improve treatments across four primary therapeutic areas: immunology, oncology, virology and neuroscience. In more than 75 countries, AbbVie employees are working every day to advance health solutions for people around the world. For more information about AbbVie, please visit us at www.abbvie.ca and www.abbvie.com. Follow @abbvieCanada and @abbvie on Twitter or view careers on our Facebook or LinkedIn page.

 

 

 

Media:

Kim Hogan AbbVie Canada (514) 832-7288

kim.hogan@abbvie.com

 

References:

 

  1. SKYRIZI® (risankizumab) [Canadian Product Monograph]. AbbVie Corporation, April 17,
  2. International Federation of Psoriasis Associations. Accessed March 22, 2019. Available at: https://ifpa-pso.com/wp- content/uploads/2017/01/Brochure-Psoriasis-is-a-serious-disease-deserving-global-attention.pdf.
  3. Mroweitz, , et al. Definition of treatment goals for moderate to severe psoriasis: a European consensus. Arch Dermatol Res. 2011 Jan; 303(1): 1–10.
  4. Levin, et Biologic fatigue in psoriasis. J Dermatolog Treat. 2014 Feb;25(1):78-82. doi: 10.3109/09546634.2013.826341.
  5. Canadian Dermatology Association – Psoriasis. Accessed on February 5,
  6. Statistics Canada, Aboriginal Population Profile, 2016 Census.
  7. Statistics Canada, Focus on Geography Series, Province of Manitoba, 2016 Census.
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Hollister Biosciences Enters Letter of Intent to Acquire Alphamind Brands

Vancouver, BC, March 10th, 2020 – Hollister Biosciences Inc. (CSE: HOLL, FRANKFURT: HOB, OTC: HSTRF) (the “Company” or “Hollister”) – a diversified cannabis branding company with products in 220 dispensaries throughout California, is pleased to announce that the Company has entered into a letter of intent (the “LOI”) on March 9th, 2020 to acquire Alphamind Brands ( “Alphamind”), a company developing legal mushroom based natural health products and conducting R&D in conjunction with accredited universities to develop psilocybin based compounds for drug development.

The all stock purchase price is anticipated to be CDN$1,200,000 with such payment to be made in Hollister common stock.  The stock price will be determined based on the greater of the 14-day VWAP (Volume Weighted Average Price) subsequent to announcing the transaction and $0.20.  The acquisition subject to normal course due diligence.

“We are very pleased to have entered into an LOI to complete this very exciting acquisition”, shared Carl Saling, Founder and CEO of Hollister Biosciences, Inc.  “It is a fundamental value of our company to improve the overall health and performance of our customers through our high-quality products and the health benefits associated with medicinal mushrooms are tremendous.  Not to mention, it is our continual objective to broaden our product scope and Alphamind, with its experienced management team, is a perfect foothold for us in the fast-growing market for medicinal mushrooms and complements our existing cannabis and hemp-based product offering.”

“I think we have a found a great partner in Hollister”, shared Rob Cunningham, CEO of Alphamind Brands.  “We have medicinal mushroom based product SKU’s ready to ship and R&D is underway to develop an exciting IP portfolio surrounding psilocybin based pharmaceutical treatments.  Being under the Hollister umbrella will allow us to access additional markets and leverage their existing manufacturing and distribution infrastructure and will be a fundamental part of the future growth of our business.”

In association with the arm’s length transaction, Hollister will not be assuming any long-term debt and there is no change in Management, or the Board of Directors of Hollister being contemplated at this time.

About Hollister Biosciences Inc.
Hollister Biosciences Inc. is a diversified cannabis company with multiple, high-quality products now carried in 220 of Indus Holdings (CSE: INDS), Hollister’s exclusive distribution partner’s 600 dispensaries. This level of penetration is expected to grow as the Company accelerates its seed to shelf, high margin business and product development model.

Capitalizing on this success, Hollister’s vision is to become the sought-after premium brand portfolio of innovative, high quality cannabis across multiple states and hemp products nationwide.

Our wholly owned California subsidiary, Hollister Cannabis Co, is the 1st state and locally licensed Cannabis Company in the City of Hollister, California, the birthplace of the “American Biker” from which we embrace the outlaw roots of Hollister to drive our Company fearlessly down the road of success.

Products from Hollister Cannabis Co. include HashBone, the brand’s premier artisanal hash-infused pre-roll ranked as California’s #1 hash infused pre-roll, along with solvent-free bubble hash, pre-packaged flower, pre-rolls, tinctures, vape products, and full-spectrum high CBD pet tinctures.

Website:  www.hollistercannabisco.com


About Alphamind Brands
Alphamind Brands is a Canada and US based growth stage company developing a portfolio of legal mushroom based natural health products as well as conducting R&D initiatives, led by Dr. Nikos Apostolopoulos, to explore psilocybin based pharmaceutical treatments.   The company operates out of an FDA and GMP certified 25,000 Sqft facility in Oregon, USA. The company’s “ready to ship” product SKU’s include cordyceps, lion’s mane, chaga and reishi mushroom based: liquid cordyceps, concentrated mushroom powder, tea, chocolate.  The company’s product SKU’s under development include syrups, elixirs, cold beverages and nasal spray.

 

HOLLISTER BIOSCIENCES INC.:

Company Contact:
klee@k2capital.ca
Tel: 604-961-0296

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com

 

As Released on: Newsire

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Vireo Health Raises $10.5 Million to Increase Sales Volume and Margin

– CAD $10.5 million financing to increase retail sell through in key medical only markets –

– Management provides update regarding recent strategic initiatives –

MINNEAPOLIS , March 10, 2020 /CNW/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO; OTCQX: VREOF), the science-focused multi-state cannabis company with active operations in exclusively medical-only markets and licenses in 10 states and the commonwealth of Puerto Rico , today announced it has closed the first tranche of a non-brokered private placement offering (the “Offering”) of 13,651,574 units of the Company (the “Units”). The Offering was authorized at a price per Unit of CAD $0.77 for up to a total amount of U.S. $10,000,000.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

“This financing reflects the confidence of the capital markets in the potential growth of sales and margin for Vireo,” said Executive Chairman, Bruce Linton . “There are significant opportunities across our existing footprint to leverage increasing scale to improve sales growth and operating performance, especially considering that we anticipate as many as seven of our medical-only state markets could enact recreational-use legislation over the near- to mid-term future.”

“As a smaller, nimbler U.S. operator with a disciplined approach to capital allocation, we’ve sized this offering to balance our near-term objectives with the best long-term interests of shareholders and we believe we’re in an excellent position to deliver stronger financial performance as a result of this transaction,” said Founder & Chief Executive Officer, Kyle Kingsley , M.D. “Our recent focus on building production capacity to meet increasing demand positions us to drive stronger sell through of higher margin retail sales, which will remain a key area of focus for our team in 2020 in addition to advancing scientific innovation.”

Each Unit is comprised of one subordinate voting share in the capital of Vireo (a “Share”) and one subordinate voting share purchase warrant of Vireo (a “Warrant”). Each Warrant entitles the holder to purchase one Share (a “Warrant Share”) for a period of three years from the date of issuance at an exercise price of CAD $0.96 per Warrant Share, subject to adjustment in certain events. Vireo has the right to force the holders of the Warrants to exercise the Warrants into Shares if, prior to the maturity date, the five-trading-day volume weighted-average price of the Shares equals or exceeds CAD $1.44 , subject to adjustment in certain events.

The Company intends to use the proceeds from the Offering to fund various growth initiatives, as well as for working capital and general corporate purposes. Additional tranches of the Offering may be closed on or before April 17, 2020 , subject to the satisfaction of customary closing conditions. All of the securities issuable in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Company does not expect the Warrants to be listed on any securities exchange.

Corporate Update Regarding Recent Strategic Initiatives

The Company also disclosed that it has implemented several strategic initiatives over the course of the last 90 days in order to optimize its cost structure and operating model. The objectives of these initiatives are to build sustainable value with changing market conditions and to improve the Company’s operating performance. Since December 2, 2019 , these actions have reduced corporate overhead and SG&A expenses by approximately 25 percent on an annualized basis.

Chief Financial Officer, Shaun Nugent , commented, “Our management team and Board of Directors is committed to significantly improving financial performance and generating positive free cash flow, and these actions were important steps we had to take in order to improve unit economics across our business so that we may achieve those goals. We expect to utilize a portion of the proceeds from the private placement transaction to expand our retail dispensary footprint in several key markets, which will be a critical component in driving stronger revenue growth, operating margins, and ultimately cash flow.”

The Company will provide additional updates regarding its strategic priorities and financial performance during its upcoming fourth-quarter and full-year 2019 earnings conference call, which is scheduled for April 30, 2020 .

Additional Disclosures Surrounding Related Party Transaction

Bruce Linton , a director, officer and insider of Vireo indirectly subscribed for 1,736,715 Units in the Offering. Mr. Linton’s participation in the Offering and amendments to his employment agreement with the Company (the “Amended Employment Agreement”) constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Mr. Linton’s participation in the Offering and the Amended Employment Agreement as neither transaction exceed 25% of the Company’s market capitalization. Under the terms of the Amended Employment Agreement, the Company expects to advance Mr. Linton the aggregate exercise price of the first tranche of incentive warrants issued to Mr. Linton and disclosed by the Company on November 7, 2019 , in accordance with the terms of such warrants. The warrants become effectively cashless if the market capitalization of the company reaches U.S. $275 million . The terms of the Offering and the Amended Employment Agreement were reviewed and unanimously approved by the disinterested members of the Company’s board of directors.

Other Information

All currency figures referenced in this release reflect Canadian dollar amounts, unless otherwise noted. The securities to be issued pursuant to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States . The Canadian Securities Exchange (“CSE”) has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About Vireo Health International, Inc.

Vireo Health International, Inc. is a physician-led cannabis company focused on building long-term, sustainable value by bringing the best of medicine, science, and engineering to the cannabis industry. With operations strategically located in early-stage, limited-license medical markets, Vireo manufactures pharmaceutical-grade cannabis products in environmentally-friendly greenhouses and distributes its products through its growing network of Green Goods™ retail dispensaries and hundreds of third-party locations. Its current core medical markets of New York , Minnesota , Pennsylvania , Arizona , New Mexico , Maryland , Ohio and Rhode Island all have the potential to enact adult-use legalization in the next three to 24 months, and three additional markets in Puerto Rico , Massachusetts and Nevada also have potential for commercialization. Combined with its teams’ focus on driving scientific innovation within the industry and securing meaningful intellectual property, Vireo believes it is well positioned to become a global market leader in the cannabis industry. In aggregate, Vireo’s total license portfolio spans 11 state markets with a total addressable population of over 80 million patients. Today, eight of its 11 state markets are operational with 13 of its 32 total retail dispensary licenses open for business. For more information about the company, please visit www.vireohealth.com .

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States . Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States . Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve Vireo of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against Vireo. The enforcement of federal laws in the United States is a significant risk to the business of Vireo and any proceedings brought against Vireo thereunder may adversely affect Vireo’s operations and financial performance.

Forward-Looking Statement Disclosure

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. To the extent any forward-looking information in this news release constitutes “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided as preliminary financial results and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. 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, and include statements with respect to the opportunities for the Company to leverage increasing scale to improve sales growth and operating performance; the anticipation that seven medical-only state markets could enact recreational-use legislation over the near-to mid-term future; future tranches of the Offerings, including the expected timing for closing subsequent tranches of the Offering; the use of proceeds from the Offering; the anticipated benefits of the strategic initiatives implemented over the last 90 days; the annualized reduction of corporate overhead and SG&A expenses; the improvement to unit economics; expansion of retail dispensaries in key markets; and the expectation that such expansion will drive stronger revenue growth, operating margins and free cash flow. Forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue and cash on hand may differ materially from the revenue and cash values provided in this news release. Forward-looking information 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, including preliminary financial expectations regarding the annualized reduction of corporate overhead and SG&A expenses. 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, risks related to preliminary financial results being subject to the completion of the Company’s financial closing procedures and not being audited or reviewed by the Company’s independent registered public accounting firm; the timing of recreational-use legislation in markets where the Company currently operates; closing subsequent tranches of the Offerings; the expected timing for completion of subsequent tranches of the Offerings, including the satisfaction of customary closing conditions; current and future market conditions, including the market price of the subordinate voting shares of the Company; federal, state, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States ; limited operating history; changes in laws, regulations and guidelines; operational, regulatory and other risks; execution of business strategy; management of growth; difficulty to forecast; conflicts of interest; risks inherent in an agricultural business; liquidity and additional financing; foreign private issuer status and the risk factors set out in the Company’s listing statement dated March 19, 2019 , filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com .

The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. 

Media Inquiries

Investor Inquiries

Albe Zakes

Sam Gibbons

Vice President, Corporate Communications

Vice President, Investor Relations

albezakes@vireohealth.com

samgibbons@vireohealth.com

(267) 221-4800

(612) 314-8995

 

SOURCE Vireo Health International, Inc.

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Shareholder Update on Treatment for Coronavirus Optioned by Spherix

NEW YORK, March 10, 2020 /PRNewswire/ — Spherix Incorporated (Nasdaq: SPEX) today provided an update on the recently announced treatment for Coronavirus technology optioned by the Company.

Spherix Logo. (PRNewsFoto/Spherix Incorporated)

As noted in patent number 10,434,116 “Methods of Treating Coronavirus Infection,” the technology provides methods for treating a coronavirus infection.  The technology was developed by researchers by first using computers to screen 290 drugs for antiviral activity against SARS-CoV and/or MERS-CoV. Pharmacological classes of compounds were identified as showing antiviral activity against either or both MERS-CoV and SARS-CoV, with no or low toxicity. These pharmacological classes include neurotransmitter inhibitors, kinase signaling inhibitors, estrogen receptor inhibitors, DNA metabolism inhibitors, and anti-parasitic agents.

The work showed that certain compounds, alone or in combination with the antiviral drugs, can have a therapeutic effect against SARS and MERS as measured by in vitro antiviral activity assays and in in vivo rodent and non-human primate models of Coronavirus infection.

This invention was made with government support under Grant Number AI095569 awarded by the National Institutes of Health. As a result, the NIH has certain rights in the invention.  Under the Option, Spherix has until the end of May of 2020 to complete its due diligence and execute a license agreement for commercial development.

About Spherix

Spherix Incorporated, a Delaware corporation (the “Company”), was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics.  The Company’s platform consists of patented technology from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and Wake Forest University. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In addition, we are constantly seeking to grow our pipe to treat unmet medical needs in oncology

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Investor Relations: Hayden IR

Brett Maas, Managing Partner
Phone: (646) 536-7331
Email: brett@haydenir.com
www.haydenir.com

Spherix: Phone: 212-745-1373

Email: investorrelations@spherix.com
www.spherix.com

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SOURCE Spherix Incorporated

News Provided by PR Newswire via QuoteMedia

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Spherix Announces Closing of $5.75 Million Registered Direct Offering Priced At-the-Market

NEW YORK, March 10, 2020 /PRNewswire/ — Spherix Incorporated (SPEX) (“Spherix” or the “Company”), a technology development company committed to the fostering of innovative ideas, announced today the closing of its previously announced registered direct offering with several institutional investors of 2,090,909 shares of its common stock at a purchase price of $2.75 per share, priced at-the-market under Nasdaq rules. The gross proceeds to the Company from the offering totaled approximately $5.75 million, before deducting placement agent fees and offering expenses.

Spherix Logo. (PRNewsFoto/Spherix Incorporated)

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The Company intends to use the net proceeds for working capital and general corporate purposes.

The shares of common stock described above were offered by Spherix pursuant to a shelf registration statement on Form S-3 (No. 333-220632), which was previously declared effective by the Securities and Exchange Commission (“SEC”).  A final prospectus supplement and the accompanying prospectus relating to the common shares was filed by Spherix with the SEC and can be obtained at the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at placements@hcwco.com or by phone at (646) 975-6996.

This press release does not constitute an offer to buy nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Spherix

Spherix was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics.  The Company’s platform consists of patented technology from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and Wake Forest University. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In addition, we are constantly seeking to grow our pipe to treat unmet medical needs in oncology.

Forward-Looking Statements

To the extent any statements made in this news release deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the company’s plans, objectives, expectations  and intentions with respect to future operations and products, the potential of the company’s technology and product candidates, the anticipated timing of future clinical trials, and other statements that are not historical in nature, particularly those that utilize terminology such as “would,” “will,” “plans,” “possibility,” “potential,” “future,” “expects,” “anticipates,” “believes,” “intends,” “continue,” “expects,” other words of similar meaning, derivations of such words and the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause the Spherix’s actual results to be materially different than those expressed in or implied by such forward-looking statements. Particular uncertainties and risks include: the use of proceeds of the offering; market and other conditions; the difficulty of developing pharmaceutical products; obtaining regulatory and other approvals and achieving market acceptance; general business and economic conditions; the company’s need for and ability to obtain additional financing or partnering arrangements; and the various risk factors (many of which are beyond Spherix’s control) as described under the heading “Risk Factors” in the preliminary prospectus and Spherix’s filings with the United States Securities and Exchange Commission. All forward-looking statements in this news release speak only as of the date of this news release and are based on management’s current beliefs and expectations. Spherix undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Company Contact:

Investor Relations: 

Hayden IR

Brett Maas, Managing Partner

Phone: (646) 536-7331

Email: brett@haydenir.com  

www.haydenir.com 

Spherix: 

Phone: 212-745-1373

Email: investorrelations@spherix.com 

www.spherix.com 

 

 

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SOURCE Spherix Incorporated

News Provided by PR Newswire via QuoteMedia

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Rojo Resources Ltd. announces closing of subscription receipt offering, Salvation Botanicals closes sidecar private placement – aggregate gross proceeds of $6,000,000 raised

VANCOUVER (March 10, 2020) — Rojo Resources Ltd. (“Rojo” or the “Company”) (TSXV: RJ:H) is pleased to announce that it has closed its previously announced private placement of subscription receipts. The private placement was over-subscribed and raised gross proceeds of $5,745,000 (the “Offering”). In addition to proceeds raised by Rojo under the Offering, the target company of Rojo’s proposed reverse takeover Salvation Botanicals Ltd. (“Salvation”) has also completed a non-brokered private placement of 1,020,000 units (“Units”) for gross proceeds of $255,000 (the “Sidecar”), for aggregate gross Offering and Sidecar proceeds of $6,000,000.

Rojo issued 45,960,000 subscription receipts (the “Subscription Receipts”) at a price of $0.125 per Subscription Receipt ($0.25 per Subscription Receipt on a post-consolidation basis, with reference to the Company’s previously announced 2:1 common share consolidation). The gross proceeds from the Offering will be held in escrow by Computershare Trust Company of Canada and will be released upon completion of the escrow release conditions, which include completion of the Company’s acquisition by plan of arrangement of Salvation, which includes Salvation’s wholly-owned subsidiary, Numinus Wellness Inc. (“Numinus”). The entity resulting from the acquisition is referred to as the “Resulting Issuer”.

The Resulting Issuer aims to operate at the forefront of the transformative change in treating the growing prevalence of mental health issues and desire for greater overall wellness through regulated alternative medicine therapies including the use of cannabinoids and, subject to regulatory approval, psychedelic drug treatments. The Resulting Issuer has an established and integrated treatment and healing centre with the goal of creating a model to scale globally.

The Resulting Issuer proposes to deploy the additional working capital provided by the substantial oversubscription of the Offering and Sidecar to:

  1. upgrade its existing integrated treatment and healing centre, as well as expand the network of centres through acquisitions of existing facilities;
  2. upgrade Salvation’s existing laboratory and processing facilities;
  3. finance the completion of Salvation’s cannabis sales license application process with Health Canada;
  4. build a comprehensive research and development facility to advance the growth and sophistication of both Salvation and Numinus’ offerings;
  5. engage the growing community of experts in psychedelic therapy protocol developments to enhance and grow the scope of Numinus’ services, and provide additional training to Numinus’ staff in respect of same;
  6. to fund strategic partnerships aimed at developing a model that uses research, therapies and technology to advance public health and wellness; and
  7. for general working capital.

In connection with the plan of arrangement, pursuant to which Rojo will acquire Salvation (including its wholly-owned subsidiary Numinus), the Company will prepare and file a filing statement on TSX Venture Exchange Form 3D2 (the “Filing Statement”). When available under the Company’s profile at www.sedar.com, investors are encouraged to review the entirety of the Filing Statement for greater detail in respect of the business of the Company, business of Salvation, the proposed business of the Resulting Issuer and the use of proceeds discussed above.

As a result of the 2:1 common share consolidation, each two Subscription Receipts represents the right to automatically receive, upon closing of the Company’s proposed plan of arrangement, one unit of the Resulting Issuer, each unit comprising one common share and one-half of one share purchase warrant (the “Warrants”). Each Warrant will entitle the holder to acquire for a period of 2 years, one common share at a price of 50 cents per share, subject to accelerated expiry. The Warrants contain an accelerator clause whereby, if at any time after the date of issuance and prior to the expiry of the Warrants the volume-weighted average trading price of the common shares exceeds 75 cents for a period of 10 consecutive trading days, the Resulting Issuer is entitled, at its option, to accelerate the expiry date of the Warrants by delivering written notice to the holders of Warrants, to a date that is not less than 30 days following the delivery of such written notice. The Salvation Units issued under the Sidecar are each comprised of one common share of Salvation, and one warrant of Salvation having the same terms as the Warrants. All securities of Salvation issued in the Sidecar will be included in the previously announced acquisition of Salvation by Rojo on a 1:1 basis.

The Company has agreed to pay certain finder’s fees in connection with the Offering. The finder’s fees are not payable until the escrow release conditions are met, being the closing of the Company’s acquisition of Salvation.

ON BEHALF OF THE BOARD

Rojo Resources Ltd.

Allen Morishita

President and Chief Executive Officer

For further information contact:

Michael Tan

Chief Operating Officer at Salvation/Numinus
1-855-420-8617

About Salvation

Since 2016, Salvation Botanicals Ltd. has been committed to helping customers create safe and reliable products through analytical services and full-spectrum testing. Based in Nanaimo, B.C. Salvation operates out of a state-of–the-art 7,000 sq foot facility that is one of the largest labs in Western Canada. Salvation deploys acclaimed scientists and lab technicians devoted to research and building intellectual capital in the cannabis and psychedelics sectors to advance intelligence in the alternative medicine field for the treatment of many illnesses and for general wellness. For more information regarding Salvation go to: www.salvationbioscience.ca. Through its subsidiary Numinus Wellness Inc., Salvation intends to provide alternative medicinal services and tested products at its healing centre. For more information about Numinus go to: www.numinus.ca.

Stat… in this press release regarding Rojo which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the acquisition of Salvation (the “Transaction”). Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Statements made in this press release regarding Salvation and Numinus are based on information provided to Rojo by Salvation and Numinus management.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Transaction for any reason, including adverse due diligence results and TSX Venture Exchange refusal of the Transaction; (ii) adverse market conditions; (iii) the need for additional financing; and (iv) change in laws and regulations regarding the industry in which Salvation operates. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Rojo should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.