YIELD GROWTH LAUNCHES SHOPIFY ONLINE STORE TO BOLSTER DIRECT TO CONSUMER SALES

July 22, 2020 – Vancouver, BC: The Yield Growth Corp. (CSE:BOSS) (OTCQB:BOSQF) (FE:YG3(“Yield Growth” or the “Company”) is pleased to announce the launch of its new e-commerce website for subsidiary brand, Urban Juve, powered by leading ecommerce platform, Shopify.

The online store features the complete Urban Juve plant-based collection as well as select other products, such as Antler’s natural deodorant for men and Urban Juve’s hand sanitizers.

The optimized online store offers a seamless browsing and purchase experience, richer and more robust product content, a range of payment options including Paypal and Apple Pay, as well as key post-purchase automations and marketing programs designed to increase repeat sales.

“Launching a refreshed and optimized ecommerce site is a key strategic project for Urban Juve. It not only improves the customers’ experience with our brand, but is a solid platform upon which we can now develop and expand conversion-driven marketing programs such as influencer and affiliate programs, subscription models, and more,” said Karla Cheon, Vice President of Marketing for Yield Growth. “This initiative, combined with web traffic-generation efforts, will provide quality customer data for Urban Juve to nurture its loyal and growing customer base who are seeking plant-based alternatives for their skin.”

The launch of the optimized UrbanJuve.com on Shopify, the launch of Urban Juve on Amazon.ca and the soon to launch Amazon.com listings are key components of the Company’s strategic plan to invest in and grow direct to consumer sales.

The Company is pleased to offer a 15% discount on urbanjuve.com (using code: INVESTOR15) in celebration of the launch, valid until July 31st, 2020.

Shopify has become the second largest online shopping destination second only to Amazon, as reported by The Observer in September 2019.

The U.S. department of commerce reported that retail e-commerce sales for the first quarter of 2020 reached $146.6 billion, an increase of 14.5% when compared to the first quarter of 2019.

Consumers spent $601.75 billion online with U.S. merchants in 2019, up 14.9% from $523.64 billion in 2018, also according to the U.S. Department of Commerce. This is an increase over 2018’s growth, which was up 13.6% from 2017.

 

About The Yield Growth Corp.

The Yield Growth Corp. is a phytoceutical and consumer packaged goods company that develops and acquires intellectual property and other assets related to plant-based products and therapeutics, and develops, manufactures, markets, sells and distributes plant-based products.  It has over 200 proprietary wellness formulas at various stages of commercialization, with over 20 products, including a hand sanitizer, that are now for sale through e-commerce or brick and mortar retail stores.   It has 14 patent applications to protect its extraction methods and wellness formulas and it is in the early stages of research and development of plant based topicals for prevention or treatment of infectious disease.  The Global Wellness Institute reports the global wellness industry is a $4.2 trillion-dollar global wellness market.  Its majority owned subsidiary NeonMind Biosciences Inc. is launching a line of medicinal mushroom products and is developing intellectual property in the emerging area of psychedelic medicine.  The Yield Growth management team has deep experience with global brands including Johnson & Johnson, Procter & Gamble, Skechers and Aritzia.

 

Investor Relations Contacts:

Penny White, President & CEO

Kevan Matheson, Investor Relations

invest@yieldgrowth.com

1-833-514-BOSS   1-833-514-2677

1-833-515-BOSS   1-833-515-2677

The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release.

 

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking information and statements (collectively, “forward looking statements”) under applicable Canadian securities legislation.  Forward-looking statements are necessarily based upon a number of estimates, forecasts, beliefs and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements.  Such risks, uncertainties and factors include, but are not limited to: risks related to the development, testing, licensing, brand development, availability of packaging, intellectual property protection, reduced global commerce and reduced access to raw materials and other supplies do to the spread of the Coronavirus, the potential for not acquiring any rights as a result of the patent  application and any products making use of the intellectual property may be ineffective or the company may be unsuccessful in commercializing them; and other approvals will be required before commercial exploitation of the intellectual property can happen.  Demand for the company’s products, general business, economic, competitive, political and social uncertainties, delay or failure to receive board or regulatory approvals where applicable, and the state of the capital markets.  Yield Growth cautions readers not to place undue reliance on forward-looking statements provided by Yield Growth, as such forward-looking statements are not a guarantee of future results or performance and actual results may differ materially. The forward-looking statements contained in this press release are made as of the date of this press release, and Yield Growth expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

CHAMPIGNON’S DR. MCINTYRE / CANADIAN RAPID TREATMENT CENTRE OF EXCELLENCE (CRTCE) PUBLISHED IN TWO PEER REVIEWED STUDY JOURNALS

CRTCE’s leading academic footprint facility showing significant outcomes in the arena of psychedelic medicine

VANCOUVER, British Columbia, June 19, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences company with an emphasis on ketamine and psychedelic medicine, continues to highlight the scientific merit of its ketamine treatments for Major Depressive Disorder (MDD) while demonstrating rapid onset efficacy and safety of its treatment processes. To this accord, the Company is proud to announce that its Chief Executive Officer, Dr. Roger McIntyre, and the Canadian Rapid Treatment Centre of Excellence (the “CRTCE”) have been recently published in two peer reviewed study journals (the “Peer Reviewed Studies”) focusing on ketamine’s safety, tolerability and effectiveness:

  1. Safety and tolerability of IV ketamine in adults with major depressive or bipolar disorder: Results from the Canadian rapid treatment center of excellence. Expert Opinion on Drug Safety,1-10. doi:10.1080/14740338.2020.1776699
  2. The Effectiveness of Ketamine on Anxiety, Irritability, and Agitation: Implications for Treating Mixed Features in Adults with Major Depressive or Bipolar Disorder. Bipolar Disorders. doi:10.1111/bdi.12941

The Company invites both current and prospective shareholders to review the Peer Reviewed Studies using applicable databases.

“The publications of data as it relates to ketamine treatment at the CRTCE continues to demonstrate the rapid and robust efficacy of ketamine in persons with depression and related disorders,” said Dr. McIntyre, Champignon’s CEO. “Our data, for the first time in the field of psychiatry, shows that ketamine can improve a person’s ability to function in their role and return to work within a few weeks. The significant efficacy of ketamine at our centre is also matched by stable side-effect profiles, as well as the acceptability of ketamine in people who are benefitting from this novel treatment.”

According to Expertscape.com, Dr. McIntyre is the most recognized researcher in the world as it pertains to depression. Dr, McIntyre developed Canada’s first treatment centre providing rapid onset treatments for persons with mood disorders; The Canadian Rapid Treatment Centre of Excellence (CRTCE). With these recent publications, the CRTCE continues to be the leading, integrated center combining expertise in R&D, clinical research and medicine in depression and related disorders.

About Champignon Brands Inc.

Champignon Brands Inc. (CSE: SHRM) is a research-driven company specializing in the formulation of a suite of medicinal mushrooms health products as well as novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutritional, wellness and alternative medicine industries. Via its vertically integrated alternative medicine product range, Champignon is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes for patients suffering with conditions like depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability, as its medicinal mushroom-infused SKUs are organic, non-GMO and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
E: info@braxiascientific.com

FOR INVESTOR INQUIRIES:

Champignon Brands | Storyboard Communications
Investor Relations, Toronto, Canada
Investor Line:  +1 (833) 375-9995 x611
E: champignonbrands@storyboardcommunications.com

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.

Vireo Health Announces First Quarter 2020 Financial Results

– First-quarter revenue of $12.1 million increased 34% sequentially and 110% year-over-year –
– Minimal capex requirements position Company for stronger second half compared to 2019 –
– Recent cost reduction initiatives to begin materializing in results during the second quarter –

MINNEAPOLIS, June 16, 2020 /PRNewswire/ — 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 nine states and the Commonwealth of Puerto Rico, today reported financial results for its first quarter ended March 31, 2020. All currency figures referenced in this release reflect U.S. dollar amounts.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

“Our first-quarter results demonstrate the improving trajectory of our business, with sequential revenue growth of 34 percent representing the strongest quarter of growth in Vireo’s history,” said Founder & Chief Executive Officer, Kyle Kingsley, M.D. “As we continue to focus on optimizing our core medical markets, we believe there is significant untapped potential for Vireo to improve revenue growth and profitability as we increase scale in these attractive, limited-license jurisdictions.”

Dr. Kingsley continued, “We have many opportunities to continue growing our business organically through new product introductions, by expanding our footprint of operational dispensaries, and by continuing to improve our overall product and sales channel mix as compared to prior quarters. We’re also cautiously optimistic that recent enhancements to point-of-sale protocols in response to COVID-19 like telemedicine consultations and curbside pick-up may become permanent in several of our markets, and we continue to believe that each of our core medical markets has the potential to enact adult-use legislation over the near- to medium-term future.”

First Quarter 2020 Financial Summary

The Company generated operating revenue in seven states during the first quarter: Arizona, Maryland, Minnesota, New Mexico, New York, Ohio, and Pennsylvania. Total revenue increased 34 percent sequentially and 110 percent year-over-year to $12.1 million versus $5.8 million in the first quarter of 2019.

Retail revenue was approximately $8.2 million in Q1 2020, an increase of 58 percent compared to $5.2 million in Q1 2019. Wholesale revenue of $3.9 million increased by $3.3 million as compared to $610,881 in Q1 2019, with the increase principally due to the acquisitions of wholesale businesses in Arizona in the prior-year quarter and the growth of wholesale operations in Pennsylvania and Maryland.

Gross profit before fair value adjustments was $3.4 million, or 28 percent of revenue, as compared to gross profit of $2.1 million or 37 percent, in the same period last year. The variance in gross profit as compared to the prior year was driven primarily by a temporary increase in the mix of sales in wholesale versus retail markets, a product sales mix shift to address demand for concentrated distillate products, and greater competition across several markets as they mature.

Total operating expenses in the first quarter were $9.7 million, as compared to $3.7 million in the first quarter of 2019, with the increase primarily attributable to increased salaries and wages, professional fees, and general and administrative expenses necessary to support the Company’s growth.

Total other expense was $995,008 during Q1 2020, compared to $4.6 million in Q1 2019. The favorable reduction in other expense was primarily attributable to the non-recurrence of $3.5 million in listing expenses related to the Company’s go-public transaction in the prior-year quarter, and a gain on derivative liability of $1.3 million.

Net loss in Q1 2020 was $2.0 million, as compared to net loss of $3.4 million in Q1 2019. Adjusted net loss for Q1 2020 was $8.1 million, as compared to a loss of $4.8 million in the prior year quarter.  Adjusted EBITDA, as described in accompanying disclosures and footnotes, was a loss of $3.3 million in Q1 2020, as compared to a loss of $1.2 million in Q1 2019. Please refer to the Supplemental Information and Reconciliation of Non-IFRS Financial Measures at the end of this press release for additional information.

Other Developments

There was a global outbreak of a new strain of coronavirus, COVID-19, during the first quarter. Vireo’s medical cannabis businesses were deemed “essential” in each of its operational markets, and to date there has been no material adverse impact on the Company’s financial performance because of the virus.

During the first quarter, the Company implemented several strategic initiatives to optimize its cost structure and operating model. These initiatives included shuttering the Company’s New York corporate office, the related termination of an office lease, the reduction of its workforce by approximately nine percent, and the elimination of certain other costs.

On March 10, 2020, the Company announced that it had closed a non-brokered private placement of CAD $10.0 million of 13,651,574 units of the Company. 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. The Company intends to use the proceeds from the Offering to fund various growth initiatives and for working capital and general corporate purposes.

On April 30, 2020, the Company announced the formation of a wholly-owned subsidiary called Resurgent Biosciences, Inc. Resurgent Biosciences is a Delaware corporation which has been created with the intent to commercialize Vireo’s portfolio of intellectual property and related initiatives in a non-plant-touching entity which may broaden potential partnership opportunities or other strategic outcomes as Vireo seeks to monetize scientific advancements within the cannabis industry and beyond. Vireo currently has several patent applications pending approval by the United States Patent and Trademark Office. Its patent for harm reduction in tobacco products was allowed earlier this year.

Balance Sheet and Liquidity

As of March 31, 2020, total current assets were $62.2 million, including cash on hand of $11.7 million. Total current liabilities were $7.0 million, with zero debt currently due within 12 months.

As of March 31, 2020, the Company had 37,952,477 equity shares issued and outstanding, and 153,463,362 shares outstanding on an as-converted, fully-diluted basis.

Outlook Commentary

Dr. Kingsley concluded, “With most of the major development projects in our core markets effectively complete, we expect minimal capital expenditures during the remainder of fiscal year 2020, and we should also begin to see the benefits of recent cost reduction initiatives materialize more substantially in our second quarter results. The optionality of our valuable collection of state-based cannabis licenses and intellectual property continues to provide substantial opportunities to improve our cash position and future financial performance, and we believe our six core market strategy will enable us to begin generating positive cash flow in the first half of next year.”

Conference Call and Webcast Information

Vireo Health management will host a conference call with research analysts on Tuesday, June 16, 2020 at 8:00 a.m. ET to discuss its financial results for its first quarter ended March 31, 2020. The conference call may be accessed by dialing 833-714-0863 (Toll-Free) or 778-560-2618 (International) and entering conference ID 7783416.

A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website at https://investors.vireohealth.com/events-and-presentations/default.aspx and will be archived for one year.

Additional Information

Additional information relating to the Company’s first quarter 2020 results is available on SEDAR at www.sedar.com. Vireo Health refers to certain non-IFRS financial measures such as adjusted net income, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, less certain non-cash equity compensation expense, one-time transaction fees, and other non-cash items. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-IFRS Financial Measures at the end of this news release for more detailed information regarding non-IFRS financial measures.

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, and Maryland all have the potential to enact adult-use legalization in the next three to 24 months, and two additional markets in Puerto Rico and Massachusetts 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. Today, eight of its 10 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.

Forward-Looking Statement Disclosure

This news release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this news release constitutes “financial outlooks” within the meaning of applicable United States or 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 “plans,” “expects” or “does not expect,” “is expected,” “look forward to,” “budget” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases or indicates that certain actions, events or results “may,” “could,” “would,” “might,” or “will” “be taken,” “occur,” or “be achieved.”  Forward-looking information may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies and outlook of Vireo, and includes statements about, among other things, the value of assets, the amount of liabilities, the designation of certain businesses or assets as “core” or “non-core,” decisions about allocation of capital and other resources, future developments, the future operations, potential market opportunities including the potential effects of the approval of adult-use cannabis in one or more markets, potential opportunities to monetize assets, strengths and strategy of the Company. Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements should not be read as guarantees of future performance or results. Forward-looking information includes statements with respect to the opportunities for the Company to leverage increasing scale to improve sales growth and operating performance; the anticipation that the medical-only state markets in which the Company’s subsidiaries operate could enact recreational-use legislation over the near-to mid-term future; the anticipated benefits of strategic initiatives; the effects of reduction of corporate overhead and SG&A expenses; 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 includes both 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 including, without limitation, the impact on the Company’s businesses and financial results of epidemics and pandemics, including the COVID-19 pandemic. 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, believed but not certain to be reasonable, 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; 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 news 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.

Supplemental Information

The financial information reported in this news release is based on audited financial statements for the fiscal year ended December 31, 2019 and unaudited condensed interim consolidated financial statements for the fiscal quarter ended March 31, 2020. All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s audited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.

 

VIREO HEALTH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at March 31, 2020 and December 31, 2019

(Unaudited – Expressed in United States Dollars)

March 31,

December 31,

2020

2019

ASSETS

Current Assets

Cash

$               11,729,866

$                    7,641,673

Restricted Cash

1,592,500

1,592,500

Receivables

859,212

1,025,963

Inventories

30,460,205

32,437,308

Biological Assets

16,334,123

6,134,209

Prepaid Expenses

1,151,981

2,285,548

Deferred acquisition costs

28,136

28,136

62,156,023

51,145,337

Non-Current Assets

Right of Use Assets

32,019,710

25,921,603

Property and Equipment

13,533,060

13,326,337

Deposits

2,626,366

2,651,366

Deferred Loss on Sale Leaseback

30,481

Goodwill

3,132,491

3,132,491

Intangible Asset

8,847,047

9,001,237

60,158,674

54,063,515

Total Assets

$          122,314,697

$             105,208,852

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts Payable and Accrued Liabilities

$               4,285,630

$                  3,140,086

Current portion of Right of Use Liability

480,610

619,827

Derivative Liability

2,229,101

6,995,341

3,759,913

Long-Term Liabilities

Deferred Income Taxes

6,767,000

4,528,000

Right of Use Liability

35,507,281

28,665,681

Long-Term Debt

1,110,000

1,110,000

Convertible debt

836,644

817,446

51,216,266

38,881,040

Shareholders’ Equity

Share Capital

122,511,602

118,453,142

Reserves

10,698,447

7,962,509

Deficit

(62,111,618)

(60,087,839)

71,098,431

66,327,812

Total Liabilities and Equity

$          122,314,697

$             105,208,852

 

 

VIREO HEALTH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2020 and 2019

(Unaudited – Expressed in United States Dollars)

Three Months Ended

Three Months Ended

March 31,

March 31,

2020

2019

REVENUE

$           12,118,567

$                     5,777,792

Production Costs

(8,701,653)

(3,665,869)

Gross Profit Before Fair Value Adjustments

3,416,914

2,111,923

Realized Fair Value Amounts Included in Inventory Sold

(7,768,781)

(3,026,731)

Unrealized Fair Value Gain on Growth of Biological Assets

15,725,754

8,065,726

Gross Profit

11,373,887

7,150,918

EXPENSES

Depreciation

315,278

373,779

Professional fees

729,121

574,260

Salaries and wages

3,564,715

1,152,940

Selling, general and administrative expenses

2,313,506

1,444,749

Share Based Compensation

2,735,938

201,187

9,658,558

3,746,915

OTHER INCOME (EXPENSE)

Loss on sale of property and equipment

(13,800)

(484)

Interest expense

(1,712,656)

(1,023,815)

Accretion expense

(19,198)

(9,671)

Listing expense

(3,464,613)

Gain (Loss) on derivative liability

1,325,928

Inventory impairment

(139,008)

Other expense

(436,274)

(140,179)

Total Other Income (Expense)

(995,008)

(4,638,762)

 INCOME (LOSS) BEFORE INCOME TAXES 

720,321

(1,234,759)

Current income taxes

(505,100)

(745,000)

Deferred income taxes

(2,239,000)

(1,467,000)

PROVISION (RECOVERY) FOR INCOME TAXES

(2,744,100)

(2,212,000)

LOSS AND COMPREHENSIVE LOSS

$         (2,023,779)

$                 (3,446,759)

Weighted Average Shares Outstanding – basic and diluted

88,519,845

59,757,979

Net Loss Per Share – basic and diluted

$                  (0.02)

$                          (0.06)

 

 

VIREO HEALTH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2020 and 2019

(Unaudited – Expressed in United States Dollars)

Three Months Ended

Three Months Ended

March 31,

March 31,

2020

2019

Cash Flows from Operating Activities:

     Net income (loss)

$              (2,023,779)

$              (3,446,759)

      Item not affecting cash: 

     Depreciation and amortization

469,467

373,779

     Loss on sale of property and equipment

13,800

484

     Share-based compensation

2,735,938

201,187

     Gain on derivative liability

(1,325,928)

     Fair value adjustment on sale of inventory

7,768,781

3,026,731

     Fair value adjustment on growth of biological assets

(15,725,754)

(8,065,726)

     Interest expense

1,723,368

1,033,562

     Deferred income taxes

2,239,000

1,467,000

     Deferred financing costs

448,480

     Listing expense

2,999,986

     Amortization of deferred tenant improvements

(87,143)

     Deferred gain/loss on sale leaseback

30,481

     Changes in non-cash working capital

2,768,567

87,710

Cash Flows Used in Operating Activities

(1,326,059)

(1,960,709)

Cash Flows from Investing Activities:

Purchase of property and equipment

(506,336)

(984,732)

Acquisition costs on business combinations and assets

(12,715,901)

Deferred acquisition costs

(48,162)

Deposits

25,000

Cash Flows from Investing Activities

(481,336)

(13,748,795)

Cash Flows from Financing Activities:

Proceeds from sale of stock, net of issuance costs

7,613,490

47,542,878

Lease payments

(183,876)

(126,251)

Interest paid

(1,534,026)

(930,325)

Cash Flows from Financing Activities

5,895,588

46,486,302

Net Change in Cash 

$               4,088,193

$             30,776,798

Cash, Beginning of the Year

7,641,673

9,264,110

Cash, End of the Year

$             11,729,866

$             40,040,908

 

 

Reconciliation of Non-IFRS Financial Measures

EBITDA, Adjusted Net loss EBITDA and Adjusted EBITDA are non-IFRS measures and do not have standardized definitions under IFRS. The following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the IFRS financial measures presented.

Reconciliation of Net Loss to Adjusted Net Loss and Adjusted EBITDA

Three Months Ended

March 31,

2020

2019

Net loss

$         (2,023,779)

$       (3,446,759)

Net fair value adjustments

(7,956,973)

(5,038,995)

Listing expense

3,464,613

Gain (Loss) on Derivative Liability

(1,325,928)

Inventory adjustment

139,008

Share-based compensation

2,735,938

201,187

Severance Expense

339,997

Adjusted net loss (non-IFRS)

$         (8,091,737)

$       (4,819,954)

Net loss

$         (2,023,779)

$       (3,446,759)

Interest income

(124)

(76)

Interest expense

1,712,780

1,023,891

Accretion expense

19,198

9,671

Income taxes

2,744,100

2,212,000

Depreciation

315,278

373,779

EBITDA (non-IFRS)

$           2,767,453

$           172,506

Net fair value adjustments

(7,956,973)

(5,038,995)

Listing expense

3,464,613

Gain (Loss) on Derivative Liability

(1,325,928)

Inventory adjustment

139,008

Share-based compensation

2,735,938

201,187

Severance Expense

339,997

Adjusted EBITDA (non-IFRS)

$         (3,300,505)

$       (1,200,689)

Net Loss Per Share – basic and diluted for the three months ended March 31, 2020 and 2019 was $(0.02)and $(0.06), respectively.

 

 

Media Inquiries
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com
(267) 221-4800

Investor Inquiries
Sam Gibbons
Vice President, Investor Relations
samgibbons@vireohealth.com
(612) 314-8995

CisionView original content to download multimedia:http://www.prnewswire.com/news-releases/vireo-health-announces-first-quarter-2020-financial-results-301077269.html

SOURCE Vireo Health International, Inc.

CHAMPIGNON PROVIDES CORPORATE UPDATE; ANNOUNCES NAME CHANGE, REBRANDING AND PLANNED SPIN OUT

VANCOUVER, British Columbia, June 12, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences company with an emphasis on ketamine and psychedelic medicine, since commencing trading on March 2, 2020 has expanded its initiatives and rapidly executed on such initiatives to position the Company as a leading publicly traded psychedelic medicine company developing novel rapid onset treatments for depression, post-traumatic stress disorder (“PTSD”), and substance-use disorders (“SUD”) via the clinical delivery of ketamine and ketamine-derivatives. The Company is pleased to share its corporate advancements and achievements over the last quarter, which target key segments in the psychedelics as medicines industry that will complement each other as the sector matures and accelerates, including:

  • Acquisition of the Canadian Rapid Treatment Centre of Excellence (the “CRTCE”), a vertically integrated, world-leader of peer-reviewed publications that specializes in rapid-onset treatment centres operating from proof-of-concept to human trials relating to ketamine for adults with depression;
  • Executed term sheet to acquire California-based Wellness Clinic of Orange County Inc. (the “WCOOC”), a ketamine infusion treatment centre located within Mission Hospital’s Laguna Beach campus;
  • Appointment of Dr. Roger McIntyre as Chief Executive Officer
  • Appointment of Pat McCutcheon and Dr. Bill Wilkerson as Directors of the Company;
  • Establishment of its North American Clinical Expansion Committee, tasked with accelerating Champignon’s entry into the United States where it plans to open or acquire a minimum of five new clinical entities during 2020;
  • Advancement of its new chemical entity (“NCE”) IP portfolio as it pertains to ketamine and psilocybin/psilicin molecular scaffolds via the engagement of a leading contract research organization (“CRO”) in the drug discovery space;
  • Continuing development of commercialization initiatives for its planned intranasal (“IN”) ketamine delivery platforms;
  • Ongoing pre-clinical studies, and eventual planned human clinical trials, in collaboration with the University of Miami’s Miller School of Medicine, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mild TBI with PTSD or stand-alone PTSD;
  • Addition of planned central fill and compounding infrastructure for its proprietary topical ketamine formulations, as well as the dispensing of its products throughout a pharmacy network; and
  • Closing its previously announced CAD $15,000,375 bought-deal private placement co-lead by Canaccord Genuity Corp. and Eight Capital, including the exercise in full of the option granted to the Underwriters.

“While the topic of medical psychedelics has recently gained worldwide momentum, I am exceptionally pleased with strategic approach our team has taken in establishing a differentiated platform with operating treatment clinics in the U.S. and Canada that also facilitate research and development of a wide range of therapeutic and medical applications,” Dr. Roger McIntyre, CEO Champignon. “We have made tremendous progress to date and have proven our ability to quickly seize opportunities in this rapidly emerging industry. Looking forward to the second half of 2020, we will continue to work towards entering new markets and delivering new and innovative solutions throughout North America.”

NAME CHANGE & CORPORATE REBRANDING

The Company also announces that it plans to change its name from Champignon Brands Inc. to Apotheosis Scientific Ltd., or such other name as the Company’s directors may determine to better reflect the Company’s business activities going forward. Concurrently with the name change, the CUSIP number and ISIN of the company’s issued and outstanding common shares may change. The effective date of the name change will be confirmed by the Company upon receipt of all required regulatory approvals.

Furthermore, the Company also plans to debut a new corporate website, investor presentation, and branding campaign alongside the effective date of its proposed name change.

CONTEMPLATED PLAN OF ARRANGEMENT (SPIN OUT)

In addition, the Company advises that it is contemplating a corporate reorganization by way of a plan of arrangement (the “Arrangement”) to liberate the value of its functional mushroom-infused consumer packaged goods (the “CPG Business”) division. Under the terms of the Arrangement currently being contemplated, the Company’s CPG Business would be spun out as a separate publicly listed reporting issuer (“Newco”).

The Company plans to announce a record date in connection with the Arrangement in due course and anticipates the record date will occur within Q3 of 2020. It is expected that upon closing of the Arrangement, each shareholder of the Company will receive common shares of Newco based on the amount of Company shares held on the record date.

There is no assurance that the Arrangement or the Offering will proceed on the terms above or at all. The Arrangement and the Offering would be subject to customary approvals, including shareholder approval and regulatory approval, as applicable.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
E: info@braxiascientific.com

FOR INVESTOR INQUIRIES:

Champignon Brands | Storyboard Communications
Investor Relations, Toronto, Canada
Investor Line:  +1 (833) 375-9995 x611
E: champignonbrands@storyboardcommunications.com

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.

CHAMPIGNON ANNOUNCES CLOSING OF $15 MILLION BOUGHT DEAL PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, June 11, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences company with an emphasis on ketamine and psychedelic medicine, is pleased to announce the closing of its previously announced “bought deal” private placement (the “Offering“) of units of the Company (“Units“) for aggregate gross proceeds of $15,000,375 which includes the full exercise of the option granted to the Underwriters (as defined below).

A total of 17,647,500 Units were sold pursuant to the Offering at a price of $0.85 per Unit. Each Unit is comprised of one common share of the Company (a “Common Share“) and one-half of one Common Share purchase warrant of the Company (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share (a “Warrant Share“) at a price of $1.15 per Warrant Share until June 11, 2022. The Offering was completed by a syndicate of underwriters co-led by Canaccord Genuity Corp. and Eight Capital, and includes Gravitas Securities Inc. (collectively, the “Underwriters”).   All securities issued pursuant to the Offering are subject to a statutory four month and one day hold period.

The Company intends to use the net proceeds of the Offering for the Company’s North American clinical expansion program as well as for general working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. 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 (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

 

About Champignon Brands Inc.

Champignon Brands (CSE: SHRM) is focused on the formulation and manufacturing of novel ketamine, anaesthetics, and adaptogenic delivery platforms for nutraceutical and psychedelic medicine while being supported by a leading psychedelics medicines clinic platform. The Company is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes, such as depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability as its medicinal mushroom-infused SKUs are organic, non-GMO, and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
E: info@braxiascientific.com

FOR INVESTOR INQUIRIES:

Champignon Brands | Storyboard Communications
Investor Relations, Toronto, Canada
Investor Line:  +1 (833) 375-9995 x611
E: champignonbrands@storyboardcommunications.com

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.

CHAMPIGNON IDENTIFIES SYNTHETIC KETAMINE AND PSILOCYBIN/PSILICIN METABOLITE TARGETS; SELECTS DALRIADA TO ADVANCE NCE IP PORTFOLIO

VANCOUVER, British Columbia, June 8, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences company with an emphasis on ketamine and psychedelic medicine, is pleased to announce it has selected Toronto-based Dalriada Drug Discovery Inc. (“Dalriada”) to advance its new chemical entity (“NCE”) IP portfolio as it pertains to ketamine and psilocybin/psilicin molecular scaffolds.

Dalriada, a leading contract research organization (CRO) in the drug discovery space, will lead Champignon’s new drug discovery programs in the NCE arena and further provide integrated R&D support to accelerate the Company’s existing preclinical assets and ongoing development of proprietary delivery platforms. The Company anticipates that through this partnership, a robust pipeline of preclinical and clinical assets with strong IP protection will be delivered.

“It is with great pleasure to the welcome the Dalriada group to Champignon,” commented Dr Joseph Gabriele, Special Advisor, Champignon. “Dalriada’s expertise in medicinal chemistry will be a monumental addition to Champignon’s innovative diverse formulation platforms by their expertise in the synthesis of molecules, including existing psychedelics (ketamine, psilocybin and MDMA), as well as novel new psychedelic-like molecules. This synergistic collaboration will differentiate Champignon from other companies in the psychedelic space by boosting our ability to maintain an inhouse infrastructure for the clinical delivery NCEs.”

“Champignon has developed a comprehensive working arrangement with Dalriada focusing on R&D. Dalriada is aligned with Champignon with respect to quality, efficiency, and their results-oriented approach,” stated Dr. McIntyre, CEO of Champignon. “We are highly confident that our partnership with Dalriada will provide a series of assets that will be available for our near-term, pre-clinical, Phase I and Phase II testing pursuits.”

ABOUT DALRIADA

Dalriada, through its TURN-KEYTM Drug Discovery services model, provides a full suite of drug discovery, medicinal chemistry and intellectual property services for semi-virtual, lean biotechnology clients who focus on developing small molecule therapies. With R&D operations in Mississauga, Canada, Dalriada builds focused teams with expertise in MedChem, Biology and ADME to allow for the most rapid and cost-effective project execution and value building. One of the Dalriada’s niche expertise is in the development of novel covalent therapeutics for which Dalriada developed a proprietary screening platform, spearheaded by its CSO and co-founder, Dr. Patrick Gunning. Learn more: www.dalriadatx.com

“We are excited to support Champignon’s innovative work in advancing the therapeutic applications of ketamine and psilocybin derivatives,” commented Dr. Diana Kraskouskaya, CEO of Dalriada Drug Discovery. “Champignon’s pioneering approach to the use of these agents for the treatment of depression and other indications with high unmet need holds a lot of promise. We are delighted to complement their strong scientific and management team with our expertise in small molecule drug discovery, and help Champignon expand their current asset portfolio.”

About Champignon Brands Inc.

Champignon Brands (CSE: SHRM) is focused on the formulation and manufacturing of novel ketamine, anaesthetics, and adaptogenic delivery platforms for nutraceutical and psychedelic medicine while being supported by a leading psychedelics medicines clinic platform. The Company is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes, such as depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability as its medicinal mushroom-infused SKUs are organic, non-GMO, and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
T: +1 (613) 967-9655
E: info@braxiascientific.com

FOR INVESTOR INQUIRIES:

Phone Number with Extension:
+1 (833) 375-9995 x611

Champignon Brands | Storyboard Communications
Investor Relations, Toronto, Canada
Investor Line:  +1 (833) 375-9995 x611
E: champignonbrands@storyboardcommunications.com

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.

CHAMPIGNON ANNOUNCES VOLUNTARY SHARE LOCK-UP; RETAINS GOLD STANDARD MEDIA, LLC FOR FINANCIAL MARKETING SERVICES

VANCOUVER, British Columbia, May 29, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences company with an emphasis on ketamine and psychedelic medicine, today announces that certain shareholders have agreed to a voluntary resale restriction period covering 17,840,000 common shares extending the period of time before the shares become free trading to July 15, 2020. These shares were previously only subject to a statutory hold period.

The Company also announces that it has engaged Gold Standard Media, LLC (“GSM“) to provide marketing and consulting services to raise public awareness of the Company, with a specific emphasis on the Company’s North American clinical expansion. GSM is a limited liability company existing under the laws of the State of Texas with an office at 1102 S. Austin Ave, #110-283, Georgetown, Texas, USA.

The agreement (the “Digital Marketing Agreement“) with GSM is for an initial term of two years effective May 28, 2020. The Digital Marketing Agreement has an aggregate cost of US$300,000 (the “Consideration”). To the Company’s knowledge, GSM and its principals do not hold any securities of the Company. In addition, the Company has no plans to issue securities to GSM as whole or partial payment of the Consideration.

About Champignon Brands Inc.

Champignon Brands (CSE: SHRM) is focused on the formulation and manufacturing of novel ketamine, anaesthetics, and adaptogenic delivery platforms for nutraceutical and psychedelic medicine while being supported by a leading psychedelics medicines clinic platform. The Company is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes, such as depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability as its medicinal mushroom-infused SKUs are organic, non-GMO, and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
T: +1 (613) 967-9655
E: info@braxiascientific.com

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

Storyboard Communications
T: +1 (833) 375-9995

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.

MindMed Adds MDMA to Develop Next-Gen Psychedelic Therapies

MindMed Further Expands R&D Collaboration with University Hospital Basel’s Liechti Lab with Plans To Develop Next-Gen Psychedelic Therapies Combining LSD and MDMA

NEW YORK, May 27, 2020 /PRNewswire/ — Mind Medicine (MindMed) Inc. (NEO: MMEDOTCQB: MMEDF), the leading neuro-pharmaceutical company for psychedelic inspired medicines, is now adding the psychedelic compound MDMA to its R&D pipeline.

The latest development comes as part of MindMed’s exclusive license and collaboration agreement with the University Hospital Basel’s Liechti Lab. The company will now gain access to a compelling portfolio of clinical trials and studies gathered by the Liechti Lab over a 10 year period on MDMA.

“We have generated a large amount of data on the pharmacokinetics, pharmacogenetics and safety of MDMA in over 10 years of clinical research,” said University of Basel Department of Biomedicine Professor Dr. Matthias Liechti. “Our lab in collaboration with MindMed will also explore the benefits of MDMA and related substances when used alone or when combined with other psychedelics to treat mental health disorders.”

Dr. Liechti is one of the world’s leaders in psychedelics pharmacology and clinical research at University Hospital Basel in Switzerland. He was one of the original scientific researchers to discover the mechanism of action of MDMA in the 1990s in Switzerland. After starting the Liechti Lab at the University Hospital Basel, he has led multiple clinical trials of the safety profile and how MDMA interacts with the human body. This data will now enable MindMed to design compelling clinical trials and form a strategy for MDMA as part of its portfolio.

MindMed Co-Founder and Co-CEO JR Rahn said: “We are pleased to expand our R&D portfolio with the Liechti Lab on MDMA. We see immense opportunity for patients in combining the benefits of MDMA and LSD into a next-gen psychedelic therapy. As global mental health and addiction continue to deteriorate in these unprecedented times, MindMed’s mission, to fight mental illness through innovative psychedelic drug development, are more important now than ever before.”

MindMed has committed to fund future R&D of new psychedelic therapies being pursued by the Liechti Lab with the intention to create next-gen psychedelic inspired medicines that incorporate MDMA as a component of these therapies. Liechti Lab and MindMed plan to explore combination treatments of LSD and MDMA to optimize the subjective effect profiles and potentially join the benefits of both psychedelics.

About Liechti Laboratory (University Hospital Basel)
Liechti Lab is based at the University Hospital Basel in Basel, Switzerland. Founded in 1460, the University of Basel is the oldest university in Switzerland and has a history of success going back over 550 years. Liechti Lab’s research focus is on the pharmacology of psychoactive substances in vitro and in humans. The Laboratory investigates the pharmacokinetics-pharmacodynamics of MDMA, LSD, and amphetamines in humans including psychological tests, pharmacogenetics, and functional brain imaging.

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 ground-breaking 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 symbolOTCQB: MMEDF and in Germany under the symbol DE:BGHM.

Cautionary Statements and Disclaimer:
This news release contains “forward-looking information” and “forward-looking statements” within the meanings of applicable securities laws, which may include, but is not limited to, statements with respect to anticipated business plans or strategies of MindMed, the anticipated date of completion of micro-dosing studies, the timing of any drug trials, the success of its clinical trials and the ability to enter into acquisitions or collaborations to enhance its drug development platform and IP portfolio.  Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of MindMed to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and MindMed disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

CHAMPIGNON APPOINTS DR. BILL WILKERSON, EXECUTIVE CHAIRMAN OF MENTAL HEALTH INTERNATIONAL TO BOARD OF DIRECTORS

VANCOUVER, British Columbia, May 25, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences company with an emphasis on ketamine and psychedelic medicine, continues to augment its board of directors through the appointment of accomplished business executives and thought leaders with successful track records of advancing research and awareness within the arena of depression, post-traumatic stress disorder (“PTSD”), and substance abuse disorders (“DPS”). To this accord, Champignon is pleased to appoint Dr. Bill Wilkerson, LL.D. (Hon) to its board of directors.

An executive equipped with extensive service in business, government, broadcasting, the arts, and corporate crisis management, Dr. Wilkerson is an 8-time award-winning pioneer in workplace mental health. He led a Canadian-based, international initiative from 1998 to 2012 to recruit major employers in support of employee mental health, introducing the phrase and concept of mental health in the workplace. Dr. Wilkerson was previously President of one of Canada’s largest health benefits companies, Liberty Health, and held senior executive positions at the Royal Bank of Canada, CBC, and the Toronto Symphony Orchestra.

Dr. Wilkerson has also been a business and communications adviser in the sports and entertainment sector having worked with the National Hockey League, the Hockey Hall of Fame, the Toronto Blue Jays, the Canadian Football League, TSN, CTV, and the Rogers Centre. Dr. Wilkerson initiated and chaired the U.S./Canada Forum on Mental Health and Productivity which rotated between Washington, Ottawa, Boston, Toronto, and Denver. Dr. Wilkerson also chaired a 4-year (2013-2017) business-led campaign throughout Europe called “Target Depression in the Workplace”, and the European Business Leadership Forum for Mental Health in the Workplace. He has travelled to more than twenty European capitals sharing his message with institutions as reputable and diverse as the European Central Bank and Royal Mail.

“I am pleased to join the board of directors of Champignon to help deploy, at long last, treatments of depression that work, work fast, restore health, fuel hope, animate workplace productivity, and save lives,” said Dr. Wilkerson. “The mission of this company is fundamental and enduring; to meet a pressing public need. This is what my twenty-two years of advocacy for mental health in the workplace has been all about. This directorship also permits me to support and help facilitate the vision of the extraordinarily skilled and dedicated physician-scientist Dr. Roger McIntyre, a world leader in a field that cries out for his kind of resolve, courage, compassion, and knowledge. I am humbled by, and grateful for, the opportunity to serve.”

Dr. Roger McIntyre, Chief Executive Officer of Champignon, commented: “We are thrilled to welcome Dr. Wilkerson to our board of directors. I look forward to working with him on a personal level as his decades of thought leadership in mental health and extensive global network will be vital to guiding our strategic initiatives and driving operational growth. As we forge a path forward, Dr. Wilkerson’s counsel and expertise will strengthen our mission-critical solutions to better serve our patients along with our employees and shareholders. I am a strong believer that the best processes have a people-centric vision front of mind. Dr. Wilkerson’s years of steadfast diligence and empathy in this space are a valued contribution to our efforts overall.”

The Company also announces the resignation of Mr. Joe Perino from its board of directors. Champignon thanks Mr. Perino for his contributions to date and wishes him the best of luck with his future endeavours.

About Champignon Brands Inc.

Champignon Brands (CSE: SHRM) is focused on the formulation and manufacturing of novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutraceutical and psychedelic medicine while being supported by a leading psychedelics medicines clinic platform. The Company is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes, such as depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability, as its medicinal mushroom-infused SKUs are organic, non-GMO and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
T: +1 (613) 967-9655
E: info@braxiascientific.com

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.

CHAMPIGNON SPONSORS NON-PROFIT COALITION, THERAPSIL – MEDICAL PSILOCYBIN ACCESS PROJECT FOR PALLIATIVE CANCER PATIENTS AND HEALTH PROFESSIONALS

VANCOUVER, British Columbia, May 18, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences Company with an emphasis on ketamine and psychedelic medicine, is pleased to sponsor TheraPsil, a BC-based non-profit coalition of healthcare professionals, policy-makers and community leaders (the “TheraPsil Coalition”) seeking legal access to psilocybin for British Columbians with a palliative diagnosis and psychological distress.

Operating at highest standards of clinical competence and ethical integrity, the TheraPsil coalition is starting in 2020 with seeking legal access to psilocybin for British Columbians with a palliative diagnosis and psychological distress.

Based in Victoria, British Columbia and established in 2019, TheraPsil is focused on:

  • Compassionate Access: Establishing safe, and legal access to psychedelic-assisted therapy for those in medical need;
  • Public Education: Increasing awareness of the merits and limitations of psychedelic-assisted therapy;
  • Professional Training; Developing safe, simple and effective protocols for credentialed health professionals to deliver psilocybin-assisted therapy, in collaboration with other active organizations; and,
  • Research: Facilitate research and evaluation in collaboration with Canadian and international partners.

“ We’re really happy to have this support to get the ball rolling on this project to help palliative Canadians. We are dedicated to giving those at end-of-life the treatment options they deserve – and that includes psilocybin. We believe that as a non-profit, and with the right support, we can get these patients their right to treatment with psilocybin in a timely manner” Dr. Bruce Tobin, founder of TheraPsil.

“Through our sponsorship, the Champignon team and board are extremely proud to begin collaborating alongside TheraPsil, helping patients in palliative care access new and effective therapies” said Pat McCutcheon, Director, Champignon. “Together we will work to provide countless Canadians facing a palliative cancer diagnosis, along with their families, who also face severe psychological distress, with the treatment options, compassion and hope they deserve.”

For information about the TheraPsil’s medical team and program, visit www.therapsil.ca.

About Champignon Brands Inc.

Champignon Brands (CSE: SHRM) is focused on the formulation and manufacturing of novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutraceutical and psychedelic medicine while being supported by a leading psychedelics medicines clinic platform. The Company is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes, such as depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability, as its medicinal mushroom-infused SKUs are organic, non-GMO and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
T: +1 (613) 967-9655
E: info@braxiascientific.com

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.