Canbud Distribution Corp. Announces Intention to Change Name and Stock Symbol

Canbud Distribution Corp. Announces Intention to Change Name and Stock Symbol

Toronto, Ontario–(Newsfile Corp. – February 14, 2022) – Canbud Distribution Corp. (CSE: CBDX) (FSE: CDO) (“Canbud” or the “Company“) announces that it intends to change its name to “Steep Hill Inc.” and its stock symbol to “STPH”. The proposed Company name and stock symbol changes are subject to approval from the Canadian Securities Exchange and its receipt of new CUSIP and ISIN numbers. Assuming the satisfaction of these requirements, the Company intends to issue a subsequent news release announcing the name change and the expected effective date of trading under the new name and symbol.

Sameet Kanade, Chief Executive Officer of the Company, commented: “The “Steep Hill” name is one of the longest standing brands in the North American analytical testing market within the cannabis sector. Following the closing of the Company’s acquisition of US-based, Steep Hill Inc., the Company’s focus is on continuing growth in the North American market. The proposed corporate name change is aimed to provide the Company with a stronger and more specific brand identity, which is associated with the significant technical and scientific expertise within the Company.”

About Canbud Distribution Corp.

Canbud is an early-stage science and technology company focused on providing products and services, including analytical testing services within the hemp and cannabis market sectors. The Company’s focus is on two areas: science and technology, by providing science-backed differentiated products and services that are critical within these sectors; and quality and compliance, by offering services that assist its customers to offer products and services that meet expected standards of quality, safety and compliance.

Notice Regarding Forward-Looking Information

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. Forward looking statements in this news release include, but are not limited to, management’s expectations with respect to carrying out the planned name and stock symbol changes and the effects thereof. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions about the operations, financial condition and future performance of the Company’s business as a whole. Although the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including the impact of the ongoing COVID 19 pandemic on the Company’s operations and growth plans. Although the Company’s management believes that the expectations reflected in forward looking statements are reasonable, the Company can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

For further information, please contact:

Sameet Kanade, CEO
Tel: 416 847 7312
Email: ir@canbudcorp.com

Canbud Announces Appointment of Sameet Kanade as Chief Executive Officer and Director and Retirement of Steve Singh

Canbud Announces Appointment of Sameet Kanade as Chief Executive Officer and Director and Retirement of Steve Singh

Toronto, Ontario–(Newsfile Corp. – February 1, 2022) – Canbud Distribution Corp. (CSE: CBDX) (“Canbud” or the “Company“) is pleased to announce that its board of directors has appointed Sameet Kanade as a director and Chief Executive Officer of the Company, effective immediately. Mr. Kanade, succeeds Mukesh (Steve) Singh who has stepped down from these positions in order to focus on other ventures. Mr. Singh will serve as a strategic advisor, to the Company to ensure a proper transition and to provide advice the Company on strategic matters.

Steve Singh commented, “I have led Canbud from its inception and I am proud of the progress it has made, including its recent acquisitions in the analytical testing services sector in Canada and the US. It is now the right time for me to transition and hand the reins over to the next leaders to take the Company forward.”

Raj Ravindran, a director of the Company, commented, “On behalf of the Company’s board of directors, I thank Steve for his many contributions and tireless commitment to the Company. The entire board now welcomes Sameet and gives him our full confidence to lead Canbud to continue to build on its foundation and successes and to achieve our goal of creating value for our shareholders.”

Sameet Kanade is an experienced business executive, who has most recently served as Chief Executive Officer of the Company’s recently acquired subsidiary, Molecular Science Corp. He holds an MBA from Rotman School of Management, University of Toronto, and is an Associate member of the Institute of Chartered Accountants of India. Post-MBA, Mr. Kanade worked at several independent investment banks in Toronto, within the equity research and investment banking departments. He has acted as advisor to several start-ups in the areas of capital markets, strategy and resource planning and optimization.

About Canbud Distribution Corp.

Canbud is an early-stage science and technology company focused on providing products and services, including analytical testing services within the hemp and cannabis market sectors. The Company’s focus is on two areas: science and technology, by providing science-backed differentiated products and services that are critical within these sectors; and quality and compliance, by offering services that assist its customers to offer products and services that meet expected standards of quality, safety and compliance.

Notice Regarding Forward-Looking Information

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward-looking statements. Forward-looking statements in this news release include, but are not limited to, management’s expectations with respect to the potential future success of the Company. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions about the operations, financial condition and future performance of the Company’s business as a whole. Although the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including the impact of the ongoing COVID-19 pandemic on the Company’s operations and growth plans. Although the Company’s management believes that the expectations reflected in forward looking statements are reasonable, the Company can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

For further information, please contact:

Sameet Kanade, CEO
Tel: 416 847 7312
Email: ir@canbudcorp.com

Canbud Distribution Corp. Announces Update on Pending Acquisition of Steep Hill, Inc.

Canbud Distribution Corp. Announces Update on Pending Acquisition of Steep Hill, Inc.

Canbud also announces resignation of officer

Toronto, Ontario–(Newsfile Corp. – January 10, 2022) – Canbud Distribution Corp. (CSE: CBDX) (“Canbud” or the “Company“) is pleased to provide the following updates on its pending acquisition of Steep Hill, Inc. (“Steep Hill“), a cannabis science company in the business of providing lab testing, research and development, and consulting services in in the United States and elsewhere in the world.

As previously announced, on December 8, 2021, Canbud and its wholly-owned subsidiary, Canbud Merger Sub, Inc., entered into an agreement and plan of merger and reorganization agreement (the “Merger Agreement“) with Steep Hill, pursuant to which Canbud agreed to acquire all of the outstanding shares of Steep Hill by way of a triangular merger (the “Transaction“). In connection with the Transaction, Canbud announces that Steep Hill’s management has confirmed that the requisite majority of the shareholders of Steep Hill have approved and adopted the Transaction by written consent in lieu of taking such action at a formal special meeting of shareholders, in accordance with Delaware law. Steep Hill has also confirmed that it has been notified by the requisite number of holders of the outstanding Senior Notes and Subordinated Notes (collectively, the “Notes“) of Steep Hill that they have elected to convert and cause the conversion of all outstanding principal and accrued and unpaid interest owing under all of the outstanding Notes into shares of Steep Hill. Such shareholder approval of the Transaction and the conversion of the Notes are conditions precedent to the consummation of the Transaction.

The consummation of the Transaction remains subject to a number of other conditions, including, without limitation, the conditions summarized in Canbud’s news release of December 8, 2021 (a copy of which is available under Canbud’s profile on www.sedar.com).

Steve Singh, Chief Executive Officer of Canbud stated: “We would like to thank Steep Hill’s shareholders and Note holders for their support of the Transaction. Canbud remains committed to closing the Transaction in the coming weeks, subject to the satisfaction of the remaining conditions and usual closing items provided for in the Merger Agreement.”

Sameet Kanade, Chief Executive Officer of Canbud’s subsidiary, Molecular Science Corp. (“MSC“) added: “The past six months have been pivotal as Canbud re-positioned its business to focus on analytical testing within the cannabis and hemp market sectors. Canbud’s management is now developing an integration plan to achieve the overriding strategic and business objectives of the pending Steep Hill acquisition. Through the Transaction and the post-closing integration plan, Canbud aims to generate value for its shareholders, by operating MSC’s Canadian analytical testing business and Steep Hill’s complementary U.S. and international business to take advantage of available synergies and cost saving, growth and expansion opportunities.”

Canbud also announces that Robert Tjandra, its former director and President, has resigned from his most recent position as Canbud’s Chief Operating Officer. In connection with Mr. Tjandra’s resignation, Steve Singh, Chief Executive Officer of Canbud commented: “As Canbud continues to execute its strategy to focus primarily on the analytical testing service market within the cannabis and hemp sectors, we understand Robert’s decision to step down as an officer at this time. He is one of the founders of Canbud and has worked tirelessly to further the Company’s business from its inception. On behalf of Canbud’s board of directors, I thank Robert for his many contributions to Canbud and wish him all the best going forward.”

About Canbud Distribution Corp.

Canbud is an early-stage science and technology company focused on providing products and services, including analytical testing services within the hemp and cannabis market sectors. The Company’s focus is on two areas: science and technology, by providing science-backed differentiated products and services that are critical within these sectors; and quality and compliance, by offering services that assist its customers to offer products and services that meet expected standards of quality, safety and compliance.

Notice Regarding Forward-Looking Information

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. Forward looking statements in this news release include, but are not limited to, management’s expectations with respect to the completion of the Transaction, including the timing and satisfaction of conditions thereof, and the post-closing integration plan and the strategic and business objectives of the pending Transaction. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to closing of the Transaction will be satisfied, that the Transaction will be completed and assumptions about the operations, financial condition and future performance of Steep Hill and the Company. Although the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions have not been obtained in connection with the Transaction, and the risk that the Transaction is not approved or completed on the terms set out in the definitive agreement between the parties, and that its post-closing integration plans do not achieve its goals, including realizing synergies and cost saving, growth and expansion opportunities. Although the Company’s management believes that the expectations reflected in forward looking statements are reasonable, the Company can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

For further information, please contact:

Steve Singh, Chief Executive Officer
Tel: 416-847-7312
Email: ir@canbudcorp.com

Canbud Distribution Enters Into Definitive Agreement to Acquire Steep Hill, Inc.

Canbud Distribution Enters Into Definitive Agreement to Acquire Steep Hill, Inc.

Toronto, Ontario–(Newsfile Corp. – December 8, 2021) – Canbud Distribution Corp. (CSE: CBDX) (“Canbud” or the “Corporation“) is pleased to announce that, further to its news release of August 9, 2021, it has entered into a definitive merger agreement (the “Merger Agreement“) with Steep Hill, Inc. (“Steep Hill“) and Canbud Merger Sub, Inc. (“Subco“), a wholly-owned subsidiary of Canbud, on December 7, 2021 pursuant to which it agreed to acquire all of the outstanding securities of Steep Hill by way of a triangular merger (the “Transaction“). The Transaction is subject to receipt of all necessary regulatory approvals and certain other conditions as described below.

About Steep Hill Inc.

Steep Hill is a leading cannabis science company with significant footprints in lab testing and research and development. Steep Hill’s foundation was built on testing and analyzing medical and recreational cannabis to ensure compliance with current safety standards. In 2008, Steep Hill opened the first commercial cannabis lab in the United States. With the goal of helping the rest of the world adopt “best practices” in cannabis testing, the Steep Hill also provides expert consulting services in the United States and elsewhere in the world.

The Transaction

Under the terms of the Merger Agreement, the parties agreed to complete the Transaction, pursuant to which Subco will merge with Steep Hill under the Delaware General Corporation Law and continue as a new corporation, wholly-owned by Canbud, and the holders of shares of Steep Hill (the “SH Shares“) immediately prior to the merger will receive 0.096 of a common share of Canbud (each, a “Canbud Share“) for each SH Share, or an aggregate of 82,000,000 Canbud Shares, in exchange for their SH Shares. In addition, upon closing of the Transaction, the Corporation will issue 2,870,000 Canbud Shares as an advisory fee (the “Advisory Fee Shares“).

Upon closing of the Transaction, the holders of SH Shares prior thereto are expected to own approximately 34.01% of the outstanding Canbud Shares on a non-diluted basis and before giving effect to the issuance of any Advisory Fee Shares. The Canbud Shares issued in exchange for SH Shares will be subject to resale restrictions, such that the holders thereof will be permitted to trade 25% of such Canbud Shares on the date that is four months from the closing date of the Transaction, and a further 25% of such Canbud Shares on the dates that are seven, 10 and 13 months after the closing date.

Upon closing of the Transaction, all directors of Steep Hill are expected to resign, while key Steep Hill management personnel are expected to continue in their respective positions of the merged entity carrying on the business of Steep Hill.

Completion of the Transaction is subject to a number of conditions, including, without limitation, the following:

  • receipt of the required approval for the Transaction from the shareholders of Steep Hill;
  • receipt of all applicable regulatory approvals;
  • there having been no acquisitions or disposals (other than in the ordinary course of business), no debt or equity capital raisings (excepting for the Corporation), no new material contracts (excepting for the Corporation) or related party transactions and no loss of any material license;
  • if shareholders of Steep Hill holding 5% or more of the Steep Hill Shares have exercised dissent and appraisal rights with respect to the merger of Steep Hill and Subco;
  • no material adverse change affecting Steep Hill or the Corporation;
  • Steep Hill having positive net working capital, cash of at least US$100,000 and debt of not more than US$500,000;
  • Canbud not paying more than $150,000 in cash consideration in connection with the Transaction; and
  • other customary closing conditions.

Steve Singh, CEO of Canbud stated: “The Steep Hill combination represents a key growth strategy for Canbud to expand into the United States and Mexico. Coupled with the acquisition of Molecular Science Corp. in July, Canbud is now well-positioned to be a leading participant in the cross-border analytical testing services industry. With the potential for federal deregulation in the United States, Canbud will be uniquely situated to partner with Canadian and U.S. Multi -State Operators (“MSOs”) to provide regulatory and consumer safety testing services. Given the extensive geographic footprint of Steep Hill, combined with the strong technical expertise across the combined company, we have laid the foundation for a strong and sustainable business model.”

Nigel Stobart, CEO of Steep Hill, added: “We are pleased to join with Canbud to address what both companies believe to be an incredibly attractive global cannabis testing market. Not only will Canbud provide financial resources to accelerate Steep Hill’s continued geographic expansion, it will also provide Steep Hill’s existing and future licensees with a global platform of plant-based science leadership. Steep Hill currently has licensee partnerships in 11 territories across the U.S. and Mexico, and we look forward to expanding that footprint upon completion of the Transaction. Canbud recognizes the value of the Steep Hill brand name in the cannabis testing marketplace, and we are pleased that it will continue on after the Proposed Transaction.”

The Transaction is an arms’ length transaction for the Corporation and, if completed, will not constitute a fundamental change or result in a change of control of the Corporation, within the meaning of the policies of the Canadian Securities Exchange.

Completion of the Transaction is subject to a number of conditions, including the approval of the merger by Steep Hill’s shareholders. There can be no assurance that the transaction will be completed as proposed or at all.

About Canbud Distribution Corp.

Canbud is an early-stage science and technology company focused on providing products and services within the hemp and cannabis space. The Company’s focus is on two strategic initiatives: (i) Science and technology – to provide science-backed differentiated products and services that are critical within the sector, and (ii) Quality and compliance – to ensure all products and services meet the highest standards of quality, safety and adherence to compliance standards and requirements.

Notice Regarding Forward-Looking Information

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. Forward looking statements in this news release include, but are not limited to, management’s expectations with respect to the potential of the Transaction to contribute to the Corporation’s growth potential and strategy, and its ability to generate revenue and the completion of the Transaction. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to closing of the Transaction will be satisfied, that the Transaction will be completed and assumptions about the operations, financial condition and future performance of Steep Hill and the Corporation. Although the Corporation considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions have not been obtained in connection with the Transaction, and the risk that the Transaction is not approved or completed on the terms set out in the definitive agreement between the parties. Although the Corporation’s management believes that the expectations reflected in forward looking statements are reasonable, the Corporation can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Corporation disclaims any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

For further information, please contact:

Robert Tjandra, President
Tel: 416-847-7312
Email: ir@canbudcorp.com

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