BioHarvest Sciences Inc. (CSE: BHSC) (the “Company”) is pleased to announce that it has closed the Agreement and Plan of Merger dated December 9, 2019 (the “Merger Agreement”) with BioHarvest Ltd. (“BioHarvest”) and BioFarming Ltd as announced in the Company’s news release dated January 13, 2020. The closing of the Merger Agreement completes the business combination of the Company and its controlling shareholder BioHarvest Ltd. In addition, the Company announces the results of its annual general and special meeting of shareholders, which was held on March 30, 2020, in Vancouver, British Columbia.

Canadian Securities Exchange (“CSE”) Approval, Israeli Securities Authority (“ISA”) Approval and Certificate of Merger


On March 31, 2020, the Company received CSE conditional approval and approval from the ISA for issuance of shares under the Merger Agreement. The Company also received the Certificate of Merger under the Israeli Companies Law.

Name Change and Symbol Change

Concurrent with the closing of the Merger Agreement, the Company changed its name from Canna-V-Cell Sciences Inc. to BioHarvest Sciences Inc. The shares of the Company have been assigned a new trading symbol, BHSC.

Concurrent Private Placement

Concurrent with closing of the Merger Agreement, the Company closed a private placement (the “Concurrent Private Placement”) of 8,000,000 common shares at a price of $0.15 per share for gross proceeds of $1,200,000. The original private placement amount of up to 35,200,000 common shares was reduced by the Company to 8,000,000 common shares under the terms of the Merger Agreement because the Company was satisfied that BioHarvest had sufficient funding for the next 12 months.

The securities issued under the Concurrent Private Placement will be subject to a hold period expiring four months and one day from the date of issuance pursuant to applicable Canadian securities laws and rules of the Canadian Securities Exchange.

The Company issued 117,600 finder’s warrants to a finder being 6% of the number of common shares placed by persons introduced by the finder with each warrant entitling the holder to acquire one common share of the Company at a price of $0.15 for 18 months from the date of issuance.

Issuance to BioHarvest Ltd. Securityholders

Under the terms of the Merger Agreement, the Company issued the following securities to BioHarvest securityholders:

(1) 299,057,739 common shares of the Company;

(2) 39,565,579 warrants exercisable at a price of $1.00 per share which expire on August 31, 2020; and

(3) 11,910,000 options to BioHarvest’s Chief Technology Officer, Yochi Hagay. The options will be exercisable at a price of $0.15 per share for a period of two years and will vest quarterly over the two year period.

Results of Annual General and Special Meeting

A total of 13 shareholders were represented in person and by proxy at the meeting holding 49,433,738 common shares, or 47.88% of the Company’s issued and outstanding shares.

All of the nominees listed on Company’s management proxy circular dated March 5, 2020 were re-elected as directors. Detailed results of the vote for the election are as follows:

In addition, the appointment of Ziv Haft, Certified Public Accountants (ISR.) BDO Member Firm was also approved.

The Company’s resolution approving of the Merger Agreement and Plan of Merger among the Company, BioHarvest, Ltd. and BioFarming Ltd. was approved by 100% of the eligible votes represented at the meeting. There were 1,096,242 voted for the Merger Agreement and Plan of Merger resolution and 0 shares voted against. BioHarvest was not eligible to vote its 48,337,496 share position as it was not a disinterested shareholder.

The Company will commence trading on the CSE on Thursday April 23, 2020, under the new symbol, BHSC.

BioHarvest Sciences Inc.
Dr. Zaki Rakib
CEO

For further information, please contact:
Dave Ryan, President & Director
Phone: 1 (604) 622-1186
Email: dave.ryan@cannavcell.com

About BioHarvest Sciences Inc.

Based in Vancouver BC, BioHarvest Sciences Inc. is the exclusive Cannabis worldwide licensee of the proprietary and patent protected BioHarvest technology. It is the first and only industrial large-scale plant cell growth technology capable of directly and constantly producing the active plant ingredients without the necessity to grow the plant itself. By adopting this technology and building adequate cells production capacity, BioHarvest Sciences Inc.’s objective is to become the leading supplier of Cannabis for both the medicinal and recreational legal use.

Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

Neither Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release

Source

US Election 2020 and Cannabis

 
Investing in cannabis? Read what experts have to say about cannabis and the US Election!
 

Nextleaf Solutions Ltd. (CSE: OILS) (OTCQB: OILFF) (“Nextleaf”, “OILS”, or the “Company”), Canada’s most innovative cannabis extractor, is pleased to provide shareholders with the following commercial update:

Vape Cartridges Powered by OILSTM now Available in the Provincial Retail Market

Keep reading... Show less

Rosen Law Firm, a global investor rights law firm, reminds purchasers of the securities of Aurora Cannabis Inc. (NYSE: ACB) between February 13, 2020 and September 4, 2020, inclusive (the “Class Period”), of the important December 1, 2020 lead plaintiff deadline in the securities class action. The lawsuit seeks to recover damages for Aurora investors under the federal securities laws.

To join the Aurora class action, go to http://www . rosenlegal.com/cases-register-1965.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email pkim@rosenlegal.com or cases@rosenlegal.com for information on the class action.

Keep reading... Show less

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES /

Funds will be used for enhancements to manufacturing facility, in preparation for launch of infused beverages in Canadian market

Keep reading... Show less

Recreational cannabis sales in Canada are on the rise, according to new Statistics Canada figures.

Also this past trading week, a cannabis producer in Canada was forced to make various staff layoffs.

Keep reading... Show less

The Law Offices of Frank R. Cruz reminds investors that class action lawsuits have been filed on behalf of shareholders of the following publicly-traded companies.  Investors have until the deadlines listed below to file a lead plaintiff motion.

Investors suffering losses on their investments are encouraged to contact The Law Offices of Frank R. Cruz to discuss their legal rights in these class actions at 310-914-5007 or by email to fcruz@frankcruzlaw.com .

Keep reading... Show less