TORONTO–(BUSINESS WIRE)–Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”), a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy in the United States, announced today an update on the status of its previously-announced proposed acquisition (the “Acquisition”) of Check Five LLC, a Delaware limited liability company (doing business as “Success TMS”) (“Success TMS”). Greenbrook and Success TMS continue to work diligently towards closing the Acquisition and now expect to complete the Acquisition in early Q3 2022.
“We are very pleased with the progress we have made in connection with the Acquisition. We believe the Acquisition will demonstrate our ability to deliver on one of the key pillars of our strategy for sustained growth”
As previously announced on May 15, 2022, Greenbrook entered into a membership interest purchase agreement pursuant to which Greenbrook will acquire Success TMS, along with an intention to secure additional debt financing from a third party-lender to fund the Company’s future expansion plans and for general corporate and working capital purposes.
As previously disclosed, on March 30, 2022, the Company received a waiver from Oxford Finance LLC (“Oxford”) with respect to the Company’s obligation under the existing credit agreement to deliver annual audited financial statements with respect to fiscal 2021 that do not contain any “going concern” or similar qualification or exception (the “Waiver”). As consideration for the Waiver, the Company covenanted that it would complete an equity and/or subordinated debt offering for proceeds of at least $12 million by June 30, 2022. In light of the ongoing Acquisition and proposed debt financing processes, Oxford has agreed to extend the Waiver to July 15, 2022.
“We are very pleased with the progress we have made in connection with the Acquisition. We believe the Acquisition will demonstrate our ability to deliver on one of the key pillars of our strategy for sustained growth,” said Bill Leonard, President and Chief Executive Officer. “This Acquisition will allow us to continue to expand our national footprint of TMS centers throughout the United States and accelerate our path to profitability. We are excited to begin working with our new colleagues at Success TMS who share our passion for delivering exceptional patient care to those suffering from depression and other mental disorders.”
About Greenbrook TMS Inc.
Operating through 148 Company-operated treatment centers, Greenbrook is a leading provider of TMS therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 840,000 TMS treatments to over 24,000 patients struggling with depression.
– Alpha-5 is a potentially first-in-class monoclonal antibody for the treatment of amyotrophic lateral sclerosis (ALS) and other neurological diseases – – Expands pipeline across Pasithea’s core therapeutic areas to drive enhanced growth – – Closing consideration of 3.26 million shares of Pasithea common stock – – Pasithea to hold a webcast on June 22 at 9 a.m. ET to discuss the transaction –
MIAMI BEACH, Fla., June 22, 2022 (GLOBE NEWSWIRE) — Pasithea Therapeutics Corp. (Nasdaq: KTTA) (“Pasithea” or the “Company”), today announced its acquisition of Alpha-5 integrin, LLC (“Alpha-5”), a privately-held preclinical-stage company developing a monoclonal antibody (mAbs) for the treatment of amyotrophic lateral sclerosis (“ALS”) and other neuroinflammatory disorders, such as Multiple Sclerosis (“MS”).
Alpha-5’s lead therapeutic candidate has a novel mechanism of action with the potential to improve clinical outcomes in patients with ALS, and is supported by post-mortem studies and with reproducible significant improvement in behavior and survival in the SOD1 mice model. The acquisition includes Alpha-5 proprietary antibodies with novel intellectual property and brings to Pasithea a group of seasoned scientists and a state-of-the-art laboratory.
The Company acquired all of the outstanding equity interests in Alpha-5 at an enterprise value for $3.75 million, payable in 3.26 million shares of Pasithea common stock, valued at $1.15 per share, an 11% premium to the closing price on June 21, plus 1 million warrants. An entity controlled by Paul B. Manning, Chairman and CEO of PBM Capital, a healthcare-focused investment firm, is Alpha-5’s majority owner and, following the transaction, will own approximately 10% of Pasithea common stock. Cassel Salpeter & Co. acted as financial advisor to the Company on this transaction.
“This agreement with Pasithea represents the culmination of years of work by Alpha-5 researchers, successfully leveraging their deep scientific expertise in the integrin space. We believe Pasithea will be well-positioned to apply its capabilities to move this asset forward and make an impact on ALS disease for the benefit of patients,” said Paul B. Manning.
“Treatments for ALS are extremely limited. Only two drugs are currently approved, with minimal impact on disease, and the majority of patients progress to death within a few years of symptom onset. The Alpha-5 acquisition is transformative for Pasithea, by adding a new drug with a novel mechanism of action to our pipeline, while preserving our strong cash position. In addition to the Alpha-5 development program, we will also acquire a wet lab and scientific team to develop our existing tolerizing vaccine and complementary program. Our plan is to file an Alpha-5 investigational new drug application (IND) with an orphan drug designation by the end of 2023,” stated Dr. Tiago Reis Marques, CEO of Pasithea.
Stanford Professor Larry Steinman, Chairman of the Board and co-founder of Pasithea and a minority owner of Alpha-5 said, “My work has been instrumental for the discovery of natalizumab, an anti-alpha 4 integrin mAb. This was the first drug developed in the class of selective adhesion molecule inhibitors and a potent therapeutic for multiple sclerosis. We believe that alpha-5 integrin antibody can also be transformative in the treatment of other neurological disorders, such as ALS or MS. Post-mortem human studies and preclinical work conducted so far support this therapeutic target and we are excited to move it into clinical trials.” Professor Steinman recused himself from the vote to approve the transaction.
Transaction Details
At the closing of the transaction, the Company acquired all of Alpha-5’s issued and outstanding equity interests in exchange for 3,260,870 shares of Pasithea common stock plus warrants to acquire an additional 1,000,000 shares at an exercise price of $1.88 per share for a period of five years. The number of shares was calculated by dividing a $3.75 million enterprise value by $1.15 per share of Pasithea Common Stock, an 11% premium to the closing price on June 21. There are potential future earnouts based on net sales. There will be no post-closing adjustments for cash and working capital.
To further discuss the transaction, Pasithea´s management will host a webcast as follows:
The webcast will be accessible on the Investors section of the website, www.ir.pasithea.com, and will be archived for 90 days following the event.
About Pasithea Therapeutics Corp.
Pasithea Therapeutics Corporation is a U.S. biotechnology company focused on the research and discovery of new and effective treatments for psychiatric and neurological disorders. With an experienced team of experts in the fields of neuroscience and psychopharmacology, Pasithea is developing new molecular entities for the treatment of psychiatric and neurological disorders. Pasithea is also focused on addressing the needs of patients currently suffering with mental illness by providing access to IV ketamine infusions both in clinics and in-home settings.
About Amyotrophic Lateral Sclerosis
ALS is a progressive neurodegenerative disease that affects nerve cells in the brain and spinal cord, causing loss of muscle control. It most commonly affects people between the ages of 40 and 70, with an average age of 55 at the time of diagnosis. It affects as many as 30,000 patients in the United States, with 5,000 new cases diagnosed each year. The average life expectancy after diagnosis is two to five years, but some patients may live for years or even decades. While 5-10% of cases are hereditary (familial ALS), the large majority of cases (90-95%) are not hereditary (Sporadic ALS). The cause of ALS is not completely understood and multiple complex factors may contribute to the death of motor neurons. Currently there is no known cure or treatment that halts or reverses the progression of ALS, and FDA only approved 2 medications so far for the treatment of this disorder, both shown to modestly slow the progression of ALS.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. 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 the Company 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. Thus, actual results could be materially different. The Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this release, except as required by law.
ISS states that the proposed acquisition is in the best interest of Numinus shareholders
Shareholders are encouraged to vote their common shares prior to the proxy deadline of June 6, 2022 at 11:00 a.m. PT.
For any questions on voting, please contact Laurel Hill Advisory Group at 1-877-452-7184 (North American Toll Free) or by email at assistance@laurelhill.com
VANCOUVER, BC, May 31, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus”, the “Company”) (TSX: NUMI) (OTCQX: NUMIF) is pleased to announce that Institutional Shareholder Services (“ISS”), a leading proxy advisory firm that provides independent voting recommendations to institutional investors, has recommended that Numinus shareholders vote “FOR” the Company’s resolutions in connection with the proposed acquisition of Novamind Inc. (“Novamind”), which was announced on April 12, 2022. The Numinus Special Shareholder Meeting will be held on June 8, 2022 at 11:00 am PT in a virtual-only format conducted by live audio webcast.
ISS recommends that Numinus shareholders vote “FOR” the share issuance associated with the acquisition of Novamind.
In reaching its conclusion, ISS noted:
“Based on a review of the terms of the transaction, the proposed amalgamation makes strategic sense as the target company operates in the same segment, and it is expected that there will be significant benefits associated with annual cost saving synergies.”Unanimous Recommendation from the Board
Numinus’ board of directors, in consultation with its financial and legal advisors, has unanimously determined that the acquisition and associated issuance of up to 63,010,034 Common Shares is in the best interest of the Company and its Shareholders, and unanimously recommend that Shareholders vote in favour of the Share Issuance Resolution to facilitate the acquisition of Novamind.Shareholder Resolution
Shareholders are asked to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution (the “Share Issuance Resolution”) authorizing and approving the issuance of up to 63,010,034 Common Shares of the Company to the securityholders of Novamind in connection with the proposed Transaction.Voting at the Virtual Meeting of Shareholders
The Meeting is scheduled to be held on June 8, 2022 at 11:00 a.m. PT. At the Meeting, Shareholders will be asked to consider the Share Issuance Resolution. The Circular, form of proxy and voting instruction form, as applicable, for the Meeting contain important information with respect to how registered and beneficial Shareholders may vote at the Meeting. The Circular is also available under the Company’s profile on SEDAR at www.sedar.com and on Numinus’ investor relations website at: https://www.investors.numinus.com/events-and-presentations/events/event-details/2022/Special-Meeting-of-Shareholders/default.aspx. Only shareholders of record as of the close of business (Eastern Time) on April 29, 2022 are eligible to vote at the meeting.
The deadline for completed proxies to be received by the Company’s transfer agent is June 6, 2022 at 11:00 a.m. PT.
The Company will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/222613031. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed proxyholders will be able to submit questions and vote at the Meeting. The Circular provides important and detailed instructions about how to participate at the virtual Meeting. Shareholder Questions and Assistance
Shareholders who have questions regarding the special resolution or require assistance with voting may contact the Company’s proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll free North America) or 416-304-0211 (calls outside North America) or by email at assistance@laurelhill.com.About Numinus
Numinus Wellness (TSX: NUMI) helps people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus model – including psychedelic production, research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance use. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.
This news release includes certain “forward‐looking information” and “forward‐looking statements” (collectively “forward‐looking statements”) within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur, and include information regarding: (i) expectations regarding whether the proposed Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction and receiving the required securityholder, regulatory and court approvals, (ii) the anticipated timing of the securityholder meeting of the Company; (iii) expectations regarding the potential benefits of the Transaction and the ability of the combined company to successfully achieve business objectives; and (iv) expectations for other economic, business, and/or competitive factors.
Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company’s financial statements and related MD&A for the financial year ended August 31, 2021 and its interim financial statements and related MD&A for the three and six months ended February 28, 2022, all filed with the securities regulatory authorities in all provinces and territories of Canada, except Québec, and available under the Company’s profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company’s forward‐looking statements. The Company’s forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. The Company does not assume any obligation to update forward‐looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward‐looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking statements. Accordingly, undue reliance should not be placed on forward‐looking statements.
SOURCE Numinus Wellness Inc.
For further information: Laurel Hill Advisory Group, assistance@laurelhill.com, 1-877-452-7184 (toll free North America), 416-304-0211 (calls outside North America); Jamie Kokoska, Vice President, Investor Relations & Communications, jamie.kokoska@numinus.com, +1 833-686-4687
Vancouver, BC, April 20, 2022 – YourWay Cannabis Brands Inc. (CSE:YOUR)(OTC:YOURF)(FSE:HOB) (“YourWay”) and Ionic Brands Corp. (CSE:IONC)(OTC:IONKF)(FSE:IB3) (“Ionic Brands”) are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) on April 20, 2022 pursuant to which YourWay will acquire all of Ionic Brands’ issued and outstanding common shares (the “Ionic Brands Shares”), including all Ionic Brands’ Shares issuable on conversion of Ionic Brands’ issued and outstanding preferred shares in accordance with the terms thereof (the “Transaction”).
The arm’s length Transaction is expected to provide several benefits to both YourWay and Ionic Brands shareholders. Notably, following completion of the Transaction, YourWay will possess a strengthened brand portfolio including one of Washington’s leading brands, which is expected to enable broader market penetration.
Key Transaction Highlights
Anticipated Growth Opportunities: The Transaction enables potential expansion of YourWay’s ‘House of Brands’ into two additional leading cannabis markets: Washington and Oregon, while also exposing YourWay to an additional 16 million consumers.
Increased Retail Footprint: The combined company’s products are expected to be carried by more than 450 retailers, with significant market penetration in Arizona and Washington. In 2021, Ionic Brands distributed over 6,970,889 million packaged products.
Robust Brand Portfolio: Following the Transaction, the combined company will have 12 owned brands brands in four key states, with expanded consumer offerings and exposure to high growth categories, including edibles, beverages, and packaged flower. Ionic Brands’ flagship brand, IONIC, is a top three premium brand in Washington State with a series of vape and prerolls SKUs. Ionic Brands’ portfolio also includes; ZOOTS, a popular consumables brand with a variety of form factors, the value concentrate brands DABULOUS, WICKED, a premium infused preroll and Cowlitz County Cannabis which includes seven packaged flower and preroll brands.
Product Innovation: The combined company will have nearly a decade of data, formulation, and product development experience, enabling the development of products that closely align with consumer preferences.
Bolsters Leadership Team: The management team of the combined company will have more than 70 years of combined cannabis industry experience to support the company’s ongoing growth.
Ongoing Upside Potential for Ionic Brands Shareholders: Ionic Brands shareholders will receive YourWay common shares pursuant to the Transaction and will have the opportunity to participate in the future growth of YourWay.
Immediate Attractive Premium for Ionic Brands Shareholders: The Transaction provides Ionic Brands shareholders with a premium per Ionic Share of approximately 21% based on the closing price of the YourWay common shares on the CSE as of April 19, 2022 and the 10-day volume weighted average price of the Ionic Brands Shares on the CSE for the period between April 6, 2022 and April 19, 2022.
Opportunity to Achieve Potential Cost Synergies: YourWay and Ionic Brands anticipate post-Transaction cost synergy opportunities as the combined company optimizes and integrates operations and shared services.
Improved Financial Position: Considering the challenging economic environment and volatile financial market conditions, particularly for cannabis companies, the Transaction provides Ionic Brands shareholders with access to YourWay’s stronger financial position, which is expected to enable the combined company to pursue key growth projects.
Management Commentary
“The Transaction is expected to accelerate YourWay’s ‘House of Brands’ strategy and represents an opportunity for entry into key markets with limited competition from national multi-state operators. Ionic Brands brings complementary strength to our existing business, providing the ability to bring more innovative products to consumers and bolstering our footprint in two new US markets.”
Jakob Ripshtein, Executive Chairman of the Board, YourWay Cannabis Brands Inc.
“We believe the Transaction is highly strategic for Ionic Brands, its brands, team members and shareholders, and will allow Ionic Brands shareholders to participate in the shared vision of the combined company. The Transaction was entered into with a view to the long-term growth and success of the Ionic brand and the potential to increase shareholder value.”
John Gorst, CEO, Ionic Brands Corp.
Transaction Details
The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of: (i) 66⅔% of the votes cast by the holders of Ionic Brands Shares and the Series D preferred shares of Ionic Brands, voting together as a single class, on the Transaction, (ii) a simple majority of the votes cast by the holders of Ionic Brands Shares and the Series D preferred shares of Ionic Brands, voting as a single class after excluding any votes of “related parties” and “interested parties” and other persons required to be excluded under Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, on the Transaction, (iii) 66⅔% of the votes cast by the holders of the Series D preferred shares of Ionic Brands on an amendment to the articles of Ionic in order to remove the dividend entitlement for the holders of the Series D preferred shares (the “Series D Amendment”), and (iv) 66⅔% of the votes cast by the holders of the Series E preferred shares of Ionic Brands on an amendment to the articles of Ionic in order to remove the dividend entitlement for the holders of the Series E preferred shares (the “Series E Amendment”), all at a special meeting to consider the Transaction expected to take place in June 2022.
In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals including, but not limited to, CSE approval and the satisfaction of certain other closing conditions, including the Series D Amendment, the Series E Amendment and various amendments to the terms of Ionic Brands outstanding convertible debentures. The Arrangement Agreement includes customary provisions, including non-solicitation, “fiduciary out” and “right to match” provisions as well as a termination fee payable by Ionic Brands to YourWay in certain specified circumstances.
Assuming timely receipt of all necessary court, shareholder, regulatory and other third-party approvals and the satisfaction of all other conditions, closing of the Transaction is expected to occur in the third quarter of 2022.
A full description of the Transaction will be set forth in the management information circular of Ionic Brands, which will be mailed to Ionic Brands shareholders and filed with the Canadian securities regulators on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.
Approvals and Recommendation
The Transaction was approved by the Board of Directors of each of YourWay and Ionic Brands, and the Ionic Brands Board of Directors unanimously recommends that Ionic Brands shareholders vote in favour of the Transaction.
LUI, Inc. provided the Ionic Brands Board of Directors with an opinion, dated April 19, 2022, to the effect that, as of the date of such opinion, the consideration payable pursuant to the Transaction is fair, from a financial point of view, to the Ionic Brands shareholders, in each case, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinions.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
About YourWay Cannabis Brands
YourWay is a publicly traded, multi-state and consumer-centric House of Brands committed to redefining the way consumers and cannabis brands interact, with sales and operations in Arizona and California. Through building their own brands, partnering with others, and supporting retail partners house brand strategy, they are dedicated to expanding their reach; remolding the cannabis industry and ultimately, redefining the way consumers and cannabis brands interact.
YourWay aims to connect with the cannabis consumer on a deeper level, utilizing decades of brand-building expertise and an integral understanding of the customer experience to create an intuitive suite of branded products that closely aligns with consumer need states. The YourWay portfolio is an all-encompassing house of brands designed to create a sense of belonging for every cannabis consumer regardless of their relationship with the plant. Please visit www.yourwaycannabis.com for the latest news and information about YourWay and its brands.
Ionic Brands is dedicated to building a regionally based multi-state consumer-focused cannabis concentrate brand portfolio with strong roots in the premium and luxury segments of vape concentrates and consummables. The cornerstone brand of the portfolio, IONIC, is a top vaporizer brand in Washington State along with its economy brand DABULOUS and has aggressively expanded throughout the Pacific Northwest of the United States. The brand is currently operating in Washington and Oregon. Ionic Brands’ strategy is to be the leader of the highest-value segments of the cannabis market.
This news release includes certain “forward-looking information” as defined under applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs, and current expectations of YourWay and Ionic Brands with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: the timing and outcome of the Transaction, the anticipated benefits of the Transaction, the potential synergies as a result of the Transaction, the anticipated timing of the Ionic Brands special meeting of shareholders and the closing of the Transaction, the satisfaction or waiver of the closing conditions set out in the Arrangement Agreement, including approval of the Series D Amendment and the Series E Amendment and the receipt of all regulatory approvals, and expectations for other economic, business, and/or competitive factors. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including: assumptions as to the time required to prepare and mail meeting materials to Ionic Brands shareholders; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction; the prompt and effective integration of YourWay and Ionic Brands’ businesses and the ability to achieve the anticipated synergies contemplated by the Transaction; inherent uncertainty associated with financial or other projections; risks related to the value of the YourWay common shares to be issued pursuant to the Transaction; the diversion of management time on Transaction-related issues; expectations regarding future investment, growth and expansion of YourWay and Ionic Brands’ operations; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of YourWay and Ionic Brands filed with Canadian securities regulators and available under their respectvie profiles on SEDAR at www.sedar.com.
Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although YourWay and Ionic Brands believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of YourWay and Ionic Brands.
YourWay and Ionic Brands, through their respective subsidiaries, are indirectly involved in the manufacture, possession, use, sale, and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States. Local state laws where YourWay and Ionic Brands operate permit such activities however, 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 United States federal money laundering legislation.
While the approach to enforcement of such laws by the federal government in the United States has trended toward nonenforcement against individuals and businesses that comply with recreational and medicinal cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve YourWay and Ionic Brands of liability under United States federal law, nor will it provide a defense to any federal proceeding which may be brought against YourWay or Ionic Brands. The enforcement of federal laws in the United States is a significant risk to the business of YourWay and Ionic Brands and any proceedings brought against YourWay or Ionic Brands thereunder may adversely affect YourWay and Ionic Brands operations and financial performance, respectively.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. Although YourWay and Ionic Brands have attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information, which speak only as of the date of this news release. YourWay and Ionic Brands disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Complementary businesses combine to create a preeminent North American platform with operations spanning 13 wellness clinics, four research sites and one bioanalytical laboratory
Shared mission of responsibly reintroducing psychedelic therapy to mental healthcare
Hosting clinical trials for MDMA (MAPS Public Benefit Corporation), psilocybin (the Usona Institute), LSD (MindMed) and ketamine (the University of Utah)
Combined C$10 million in annual pro-forma revenue based on the trailing four quarters
Acquisition is expected to generate C$3 million in annual cost synergies
Transaction expected to close in June 2022, following anticipated shareholder approval
VANCOUVER, BC & TORONTO, ON / April 12, 2022 / Numinus Wellness Inc. (“Numinus”, the “Company”) (TSX: NUMI) (OTCQX: NUMIF) and Novamind Inc. (“Novamind”) (CSE: NM) (OTCQB: NVMDF) (FSE: HN2), are pleased to announce that they have entered into a definitive arrangement agreement (the “Agreement”) pursuant to which Numinus will acquire all of the issued and outstanding common shares of Novamind (the “Novamind Shares”) in an all-share transaction, by way of a court-approved plan of arrangement, for total consideration of approximately C$26.2 million on a fully diluted in-the-money basis (the “Transaction”).
Following the Transaction, the combined company will operate 13 wellness clinics and will be positioned as a leading psychedelic-assisted therapy provider in North America, leading its peer group in revenue with approximately C$10 million in annual pro-forma revenue based on the trailing four quarters.
“Since Numinus began, we have always strived to be the most trusted, evidence-based leader in psychedelic-assisted therapy and medicine. The Novamind acquisition presents a transformational opportunity for Numinus to launch a strong U.S. platform through eight established, reputable, efficiently operating and revenue-producing clinics,” says Payton Nyquvest, Founder and CEO, Numinus. “We prioritize working with the best partners in this industry and Novamind’s U.S. market presence, complementary client programming and respected clinical research capabilities allow us to accelerate our strategic growth plans and broaden access to healing and wellness.”
Mr. Nyquvest continued: “We expect this acquisition will significantly bolster our financial performance, growing Numinus’ annual revenue to more than five times our current levels, and driving meaningful margin improvement through identified operating efficiencies. Our combined capabilities will deliver exceptional value for our clients, employees, and shareholders. We look forward to welcoming the Novamind team to the Numinus family.”
Yaron Conforti, CEO and Co-Founder, Novamind, said, “This transaction offers significant value for Novamind’s shareholders and provides compelling new opportunities for our employees, patients and research partners. The combination of Novamind’s network of mental health clinics and research sites in the U.S. and Numinus’ leadership in psychedelic-assisted psychotherapy in Canada creates a best-in-class company. The combined entity is supported with over C$50 million in pro-forma capital and positioned with distinct capabilities to serve a growing and diverse group of stakeholders. We are excited to join Numinus, a true leader in mental health innovation.”
Proposed Transaction
Under the terms of the Agreement, shareholders of Novamind (“Novamind Shareholders”) will receive 0.84 of a common share of Numinus (the “Exchange Ratio”) for each Novamind share held, implying an offer price of $0.44 per Novamind Share. The offer price represents a premium of 51% to Novamind’s 20-day volume-weighted average price (“VWAP”) on the Canadian Securities Exchange (the “CSE”) as of April 8, 2022. After giving effect to the Transaction, Novamind Shareholders will hold ~18% ownership in the pro-forma company (on a fully diluted in-the-money basis).
Key Transaction Highlights
Creates an industry-leading North American platform for psychedelic clinics and clinical research.
Increased client programming with complementary service offerings to be shared and expanded across the combined clinic network.
Best-in-class service offering with clinics providing a wide range of traditional, innovative and psychedelic mental health treatments that can be appropriately matched to each client’s needs. Services include ketamine-assisted psychotherapy (KAP), Spravato (esketamine), transcranial magnetic stimulation (TMS), talk therapy, group therapy, medication management, psychedelic palliative care and neurological care. Clinics will also offer family and couples counselling, as well as in-person and virtual group therapy for expanded access to innovative treatments.
Combines Novamind’s distinguished clinical research site management capabilities with Numinus Bioscience’s bioanalytical laboratory expertise, resulting in a comprehensive clinical research offering.
Novamind’s U.S. DEA Schedule 1 licenses for psilocybin research complement Numinus Bioscience’s extensive Health Canada Controlled Drugs & Substances License to possess, produce, assemble, sell, export, deliver, research, and test a wide range of psychedelic drugs and botanical materials, including DMT, ketamine, LSD, MDMA, mescaline, psilocin, psilocybin, ayahuasca and San Pedro.
Accelerates Numinus’ path to profitability:
Novamind’s U.S. DEA Schedule 1 licenses for psilocybin research complement Numinus Bioscience’s extensive Health Canada Controlled Drugs & Substances License to possess, produce, assemble, sell, export, deliver, research, and test a wide range of psychedelic drugs and botanical materials, including DMT, ketamine, LSD, MDMA, mescaline, psilocin, psilocybin, ayahuasca and San Pedro.
Participation by Novamind shareholders in the future of Numinus: Novamind shareholders will receive Numinus common shares, listed on both the Toronto Stock Exchange (TSX) and the OTC Markets Group’s OTCQX, pursuant to the closing of the Transaction.
Clinic Leadership
The combined company will operate 13 wellness clinics in focused geographies across the U.S. and Canada, and will continue developing and scaling innovative psychedelic therapy protocols and procedures for screening, preparation, dosing and integration targeting difficult-to-treat mental health conditions, including post-traumatic stress disorder (PTSD), COVID-19 burnout, depression, addiction and eating disorders. Operationally, the combined company will benefit from a centralized client care center for managing client inquiries, scheduling clients with appropriate providers, coordinating physician referral intakes, fulfilling prescription requests and facilitating insurance authorizations. The company’s Utah clinics have secured approval for direct billing of intravenous (IV) ketamine for treatment-resistant depression from four major health insurance providers.
Research Leadership
The combined company will operate four clinical research sites and a bioanalytical laboratory, all of which are currently supporting leading drug developers in psychedelic medicine with critical infrastructure and services. Select ongoing psychedelic medicine clinical trials include:
A single-arm, open-label, compassionate access trial for MDMA-assisted therapy that has made significant progress toward treating patients with PTSD hosted in collaboration with MAPS Public Benefit Corporation (MAPS PBC);
A phase II clinical trial investigating psilocybin for major depressive disorder sponsored by the Usona Institute;
An open-label compassionate access trial of psilocybin-assisted psychotherapy for substance use disorders;
A phase IIb randomized clinical trial investigating lysergic acid diethylamide (LSD) for generalized anxiety disorder in adults sponsored by MindMed;
A phase I randomized clinical trial investigating the safety and efficacy of KAP combined with Mindfulness-Oriented Recovery Enhancement therapy for the treatment of adults with opioid use disorder in collaboration with the University of Utah.
The combined company will benefit from drug developers’ high R&D spend and offers unprecedented capabilities for psychedelic clinical research from pre-clinical studies through phase IV trials.
Pro-Forma Financial Information:
Additional Transaction Information
Key Novamind personnel have entered into employment agreements that will become effective on closing, and/or will enter into non-competition, non-solicitation and standstill agreements on closing.
Numinus’ executive team and board will remain in place, with the Company being led by CEO Payton Nyquvest.
Completion of the Transaction is subject to a number of conditions including the receipt of regulatory, TSX and CSE approvals. Pursuant to TSX and CSE rules, the Transaction must also be approved by both Numinus’ and Novamind’s shareholders. Following anticipated shareholder approvals, the Transaction is expected to close in June 2022, at which point all Novamind operations will transition to Numinus branding.
Cozen O’Connor LLP is serving as legal counsel and Eight Capital is acting as financial advisor to Numinus. McMillan LLP is acting as legal counsel to Novamind.
Special Meetings and Information Circulars
Numinus will be convening a special meeting of its shareholders to consider the Transaction. Numinus currently anticipates that the special meeting will be held in early June 2022 and that an information circular containing additional details regarding the business of the special meeting will be mailed to shareholders in mid-May.
Novamind will be convening a special meeting of its shareholders to approve the Transaction. Novamind currently anticipates that the special meeting will be held in early June 2022 and that an information circular containing additional details regarding the business of the special meeting will be mailed to shareholders in mid-May.
Boards of Directors Recommendation and Voting Support
The arrangement has been unanimously approved by the boards of directors of both Numinus and Novamind (with an interested director abstaining). Directors and officers of Novamind holding in aggregate 31% of the outstanding Novamind Shares, have entered into customary voting and support agreements to, amongst other things, vote in favour of the arrangement at the special meeting of Novamind shareholders to be held to consider the transaction.
Eight Capital is acting as financial advisor to Numinus’ board of directors. The board of directors, based upon their investigations, concluded that the Transaction is in the best interests of Numinus shareholders, and will be recommending that shareholders vote in favour of a resolution at the special meeting of shareholders.
Clarus Securities has provided a fairness opinion to Novamind’s board of directors (the “Novamind Board”) and a special committee of independent directors of the Novamind Board (the “Novamind Special Committee”) formed to, among other things, review and evaluate the terms of the Transaction and has provided its opinion that, as of the date of the opinion and subject to the assumptions and limitations contained in such opinion, Numinus’ offered price is fair, from a financial point of view, to Novamind. The Novamind board of directors, based upon, among other things, their investigations and the recommendation of the Novamind Special Committee, including their consideration of that fairness opinion concluded that the Transaction is in the best interests of Novamind shareholders, and will be recommending that shareholders vote in favour of a resolution at its special meeting of shareholders.
Highlights of the Transaction will also be discussed on Numinus’ upcoming Q2 2022 results conference call, occurring at 5:30 pm ET / 2:30 pm PT on Thursday, April 14, 2022.
To participate in the live conference call, please use the following dial-in information: 1 (888) 330-3632 (Toll-free North America) 1 (646) 960-0837 (International)
Please ask to participate in Numinus’ Q2 2022 Results Call. To avoid any delays in joining the call, please dial in at least five minutes prior to the call start time. If prompted, please provide conference passcode 3547386.
About Numinus Numinus Wellness (TSX: NUMI) helps people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus model – including psychedelic production, research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance use. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.
About Novamind Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.
Forward-Looking Statements This news release includes certain “forward‐looking information” and “forward‐looking statements” (collectively “forward‐looking statements”) within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur, and include information regarding: (i) expectations regarding whether the proposed Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction and receiving the required securityholder, regulatory and court approvals, (ii) the anticipated timing of the securityholder meeting of the Company and the mailing of the information circular in respect of the meeting; (iii) expectations regarding the potential benefits of the Transaction and the ability of the combined company to successfully achieve business objectives; and (iv) expectations for other economic, business, and/or competitive factors.
Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company’s financial statements and related MD&A for the financial year ended August 31, 2021 and its interim financial statements and related MD&A for the three months ended November 30, 2021, all filed with the securities regulatory authorities in all provinces and territories of Canada, except Québec, and available under the Company’s profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company’s forward‐looking statements. The Company’s forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. The Company does not assume any obligation to update forward‐looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward‐looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking statements. Accordingly, undue reliance should not be placed on forward‐looking statements.
PsyBio Therapeutics to Make Significant Environmental, Social, and Governance (ESG) Commitment to Promote Mental and Neurological Health While Working to Develop State of the Art Technologies, Process Skills and Capabilities in Lesotho and Across Africa
OXFORD, Ohio and COCONUT CREEK, Fla., March 15, 2022 /CNW/ – PsyBio Therapeutics Corp. (TSXV: PSYB) (OTCQB: PSYBF) (“PsyBio” or the “Company“), an integrated and intellectual property driven biotechnology company developing novel, bespoke psychoactive medicinal candidates targeting the potential treatment of mental health challenges, neurological disorders and other human health conditions, today announces that it has entered into a definitive agreement (the “Agreement“) to acquire all of the issued and outstanding shares of Everest Pharma (Pty) Ltd. (“Everest“), a Lesotho Company located in Southern Africa, as part of its ongoing Impact Investment Strategy (the “Acquisition“). The Acquisition will increase new research and development capabilities for PsyBio, while promoting the development of local knowledge and expertise in Lesotho. Everest is one of the select and limited companies with a psychedelic product license.
PsyBio is developing an advanced life science platform technology in the emerging psychedelic research industry. The filed intellectual property is based on producing and scaling drug candidates using genetically modified organisms. This Acquisition will add to PsyBio’s abilities which encompass fully translational capabilities in its current scientific laboratory and animal testing facilities. The PsyBio team has extensive experience in drug discovery and development based on synthetic biology, metabolic engineering, medicinal chemistry and clinical pharmacology, as well as clinical and regulatory expertise progressing drugs through human studies and governmental protocols. The team collectively has managed thousands of clinical trials and has achieved numerous regulatory approvals including therapeutics, diagnostics and devices and the Company has filed sixteen patent applications to date on its discovery accomplishments.
“Acquiring Everest is the next step of an important growth strategy for PsyBio, following the initial licensing of development technology of psychedelic compounds and their derivatives,” stated Michael Spigarelli, MD, PhD, MBA, PsyBio’s Chief Medical Officer. “The next step is for PsyBio to collaborate with Everest’s current leadership and management team to develop local scientific and manufacturing capabilities as part of our Impact Investment Strategy. This will allow for the production, licensing, sales and distribution of psycho-targeted therapeutics intended to potentially improve mental and neurological health to be undertaken not only in the United States and Europe, but also in Africa. It will also augment our research capabilities and contribute to the local health and economies of such jurisdictions.”
Upon completion of the Acquisition, PsyBio will acquire Everest’s active License to Trade covering a portfolio of: growing of spices, aromatics, drugs, and pharmaceutical crops; manufacture of pharmaceuticals, medicinal chemical and botanical products; retail sale of pharmaceutical and medical goods, cosmetic and toilet articles in specialized stores, as well as other topics covered under its general business of growing, cultivating and exporting psilocybin mushrooms and resins.
“The opportunity to demonstrate our environmental, social, and governance commitments while we produce readily manufacturable psycho-targeted therapeutic candidates, furthers PsyBio’s role as one of the only biotechnology companies in the psychoactive therapeutic industry developing its own compounds,” stated Evan Levine, PsyBio’s Chief Executive Officer. “The ability to help committed and talented local individuals develop their skills and provide for their families and extended communities fits well within our impact investment objectives and we are extremely excited to see this type of expansion continue forward once the Acquisition closes.”
The aggregate consideration paid by the Company pursuant to the Agreement includes: (i) US$100,000; and (ii) 2,100,000 subordinate voting shares of the Company (the “SVS“), at a deemed issuance price of C$0.14 per SVS. In addition, PsyBio has agreed to pay the seller rent in the amount of US$30,000 per annum for rental of the facilities currently used by Everest, and US$30,000 per annum for consulting fees. Closing of the Acquisition is expected to occur on or about March 31, 2022, and is subject to certain conditions including, but not limited to, the approval of regulatory authorities, including the TSX Venture Exchange (“TSXV“).
About PsyBio Therapeutics Corp.
PsyBio Therapeutics is fully integrated and intellectual property driven biotechnology company developing novel psychoactive medicinal candidates produced by genetically modified organisms targeting the potential treatment of mental health challenges, neurological disorders, and other human health conditions. The team has extensive experience in drug discovery based on synthetic biology and metabolic engineering as well as clinical and regulatory expertise progressing drugs through human studies and regulatory protocols. Research and development activities are currently ongoing for naturally occurring psychoactive tryptamines originally discovered in different varieties of hallucinogenic mushrooms, other tryptamines and phenethylamines and combinations thereof. The Company utilizes a bio-medicinal chemistry approach to therapeutic development, in which psycho-targeted compounds can be utilized as a template upon which to develop precursors and analogs, both naturally and non-naturally occurring, specifically because they are already known to have an effect within the brain.
This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward looking-statements in this press release include statements regarding: the closing of the Acquisition; the timing of closing of the Acquisition; the anticipated benefits and implications of the Acquisition; the ability of PsyBio to increase its research and development capabilities while promoting the development of local knowledge and expertise in Lesotho; the ability of PsyBio to expand its operations beyond the United States; the ability of PsyBio to comply with local laws and regulations that may be applicable to Everest; the ability of PsyBio to develop novel formulations to potentially treat neurologic and psychologic conditions and other disorders; the ability of PsyBio to launch clinical trials; the ability of PsyBio to build its intellectual property portfolio of novel drug candidates; the ability of PsyBio to move target candidates into scaled commercial manufacturing and regulatory application; the ability to achieve cost competitive synthesis with reduced environmental impact over current production methods; and the ability of PsyBio to move target candidates into scaled commercial manufacturing and regulatory application.
In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: PsyBio will be able to successfully integrate Everest as a subsidiary; PsyBio will benefit from the Acquisition; PsyBio will be successful in complying with local laws and regulations that may be applicable to Everest; PsyBio will be successful in protecting its intellectual property; PsyBio will be successful in discovering new valuable target molecules; PsyBio will be successful in obtaining Investigational New Drug Applications and will be able to obtain all necessary approvals for clinical trials; PsyBio will be successful in launching clinical trials; the results of preclinical safety and efficacy testing will be favorable; PsyBio’s technology will be safe and effective; a confirmed signal will be identified in PsyBio’s selected indications; and that drug development involves long lead times, is very expensive and involves many variables of uncertainty. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting PsyBio’s business and results of operations; decreases in the prevailing process for psilocybin and nutraceutical products in the markets in which PsyBio operates; the impact of COVID-19; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
PsyBio makes no medical, treatment or health benefit claims about PsyBio’s proposed products. The U.S. Food and Drug Administration (“FDA“) or other similar regulatory authorities have not evaluated claims regarding psilocybin and other next generation psychoactive compounds. The efficacy of such products has not been confirmed by FDA-approved research. There is no assurance that the use of psilocybin and other psychoactive compounds can diagnose, treat, cure, or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. PsyBio has not conducted clinical trials for the use of its intellectual property. Any references to quality, consistency, efficacy and safety of potential products do not imply that PsyBio verified such in clinical trials or that PsyBio will complete such trials. If PsyBio cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the PsyBio’s performance and operations.
The TSXV has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE PsyBio Therapeutics Corp.
For further information: Evan Levine, CEO, PsyBio Therapeutics Corp., t: 513.449.9585, e: ir@psybiolife.com; Investor Enquiries: Valter Pinto or Tim Regan, KCSA Strategic Communications, t: 212.896.1254, e: valter@kcsa.com
LOS ANGELES, CA / ACCESSWIRE / March 14, 2022 / Cannabis Global, Inc. (OTC PINK:CBGL), an innovation-oriented company investing in disruptive cannabis technologies, announces the signing of a definitive agreement between the Company and the owners of Caliwanna brands for comprehensive marketing and sales integration and acquisition of the Caliwanna cannabis brands. Under the terms of the agreement, the highly experienced Caliwanna marketing team will immediately launch three of Cannabis Global’s cannabis products – edibles, infused prerolls, and live rosin – into the California marketplace.
In addition, all Caliwanna products will now be sold under the cannabis license owned by Cannabis Global’s majority-owned subsidiaries, Natural Plant Extract of California, and Northern Lights Distribution. Management of Cannabis Global expects the agreement to result in significant incremental revenue generation beginning immediately.
“This is so much more than just an acquisition of successful cannabis brands, although we are of course excited to begin marketing Caliwanna’s Brands effectively immediately” commented Arman Tabatabaei, CEO of Cannabis Global. “In addition to meaningfully expanding our brand footprint, we are also gaining experienced sales and marketing executives via the addition of the principals of Caliwanna to our team. Caliwanna already sells products in several dozen California cannabis retail establishments. We plan to see our innovative products in this sales channel very quickly.”
Under the terms of the agreement, Cannabis Global and Caliwanna have established a joint venture (the “JV”) which is majority-owned by Cannabis Global. The JV will market the Caliwanna products, Cannabis Global’s recently introduced products, and more than ten other cannabis brands owned by other entities. The owners of Caliwanna will be paid in preferred shares of cannabis global based on the performance of the revenue generated by the JV with Cannabis Global having two years from the effective date to make full payment in shares. In addition, the JV will be responsible for building the sales and marketing team to sell the products of both Caliwanna and Cannabis Global, in addition to any new products introduced by the JV.
Mr. Tabatabaei continued, “As we recently announced, we have already been experiencing rapid growth in the California marketplace. We are expecting to report a very strong sequential revenue increase for the recently completed February quarter with additional expected for the current May 2022 quarter. The revenues from the Caliwanna agreement will begin immediately, further adding to our already strong ramp in revenues. Over the next few days, we plan to rebrand the Caliwanna website to reflect our joint venture. In the meantime, our investors and other interested parties can view the Caliwanna brand and distribution portfolio at www.caliwanna.com. We welcome Caliwanna, its owners, and their retail partners to the Cannabis Global family.”
Additional information regarding this transaction can be viewed in our upcoming filing with the U.S. Securities & Exchange Commission on Form 8-K. This information can be seen at www.sec.gov when the filing occurs.
About Cannabis Global, Inc.
Cannabis Global, Inc. is a Los Angeles-based, fully audited and reporting Company with the U.S. Securities & Exchange Commission, trading under the stock symbol CBGL. We are an emerging force in the cannabis marketplace with a growing product and proprietary intellectual property portfolio. We are marketing and producing Comply Bag™, an innovative solution for cannabis storage, transport and tracking. Our subsidiary, Natural Plant Extract (NPE), is a Southern California licensed cannabis manufacturer and distributor which licenses our technologies to produce edibles for the cannabis marketplace. Cannabis Global has filed three non-provisional and multiple provisional patents for cannabis infusion and nanoparticle technologies and continues an active research & development program.
Forward-looking Statements
This news release contains “forward-looking statements” which are not purely historical and may include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities and words such as “anticipate,” “seek,” intend,” “believe,” “estimate,” “expect,” “project,” “plan,” or similar phrases may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects, the future U.S. and global economies, the impact of competition, and the Company’s reliance on existing regulations regarding the use and development of cannabis-based products. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission. For more information, please visit www.sec.gov.
Vancouver, British Columbia – TheNewswire – February 28, 2022- Blackhawk Growth Corp. (CSE:BLR) (CNSX:BLR.CN) (OTC:BLRZF) (Frankfurt: 0JJ) (the “Company” or “Blackhawk”), is pleased to announce that it has entered into a definitive share purchase agreement (the “Purchase Agreement”) pursuant to which it intends to acquire (the “Acquisition”) the remaining 49% of Stable Foods Co. (formerly, NuWave Foods Inc.) (“Stable Foods”). Blackhawk intends to acquire 7,350 class A common shares (the “Acquisition Shares”) in the capital of Stable Foods, which will result in the Company owning 100% of Stable Foods.
Acquisition of Remaining 49% equity interest in Stable Foods
Under the terms of the Purchase Agreement, the Company is required to issue 3,200,000 common shares to the remaining shareholders of Stable Foods, at a deemed price of $0.41 per share, to acquire the Acquisition Shares.
The Company is at arms-length from each of the shareholders of Stable Foods. The Acquisition does not constitute a fundamental change for the Company, nor is it expected to result in a change of control of the Corporation within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. A fee of 120,000 shares of the Company is owing to Michael Haberl of 21488880 Alberta Ltd., in connection with facilitating the entering into of the Purchase Agreement and completion of the Acquisition.
Completion of the Acquisition remains subject to customary closing conditions and is expected to completed in the coming weeks.
NuWave Foods Inc. changes name to “Stable Foods Co.”
With the development of Stable Foods retail products and its branding management, Stable Foods has changed its name effective immediately to “Stable Foods Co.” The name and branding change provides a more accurate description of the products manufactured and sold. The “Forever” brand will remain on all retail packaged products. A product offering and branding update will be added to the Company’s website.
“It is important to complete the acquisition of Stable Foods before it accomplishes significant milestones and I am excited we are able to so” said Frederick Pels, CEO of Blackhawk. “It is expected that Stable Foods will show significant progress in the near term and while doing so as a wholly-owned subsidiary of Blackhawk..”
About Stable Foods Co.
Stable Foods Co. is a fully licenced commercial kitchen and baked goods manufacturer located in Edmonton Alberta. Stable Foods Co. has a process to create a shelf-stable baked product without the use of any preservatives. This can be applied to virtually any baked good. Given the current world climate, demand for products with shelf stability has skyrocketed. Using Stable Foods Co. considerable contacts in the food industry across North America, Stable Foods Co. is positioned to quickly be a leader in this rapidly growing space.
About Blackhawk Growth
Blackhawk is an investment holding company looking to create substantial value for its shareholders through the acquisition and development of high growth companies. It has focused its investments in the health, cannabis and cannabidiol industries in both Canada and the United States. Its portfolio of companies includes TERP Wholesale, Sac Pharma, LeichtMind Clinics, Noble Hemp, Spaced Food, Stable Food Co., MindBio Therapeutics, Digital Mind Technology as well as an equity position in Gaia Grow Corp. (CSE:GAIA) .
Please join the conversation on our Blackhawk group supporter’s telegram group at https://t.me/Blackhawkgrowthcorp and visit us online at https://www.blackhawkgrowth.com/
All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to production and sale of the Stable Food Co. products and approval of the products. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
Copyright (c) 2022 TheNewswire – All rights reserved.
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