Inner Spirit Holdings Increases Size of Previously Announced Initial Public Offering, Provides Update on Progress to Position Itself as a Leader in the Legalized Canadian Recreational Cannabis Market
Inner Spirit Holdings Ltd. (“Inner Spirit” or “the Company”), is pleased to announce that it has increased the size of it’s previously announced initial public offering, and to provide an update on its recent progress.
2018 YTD HIGHLIGHTS
Since the beginning of 2018, Inner Spirit has:
• Granted more than 100 franchise locations Western Canada
• Entered into an investment agreement and a strategic alliance agreement with Auxly Cannabis Group Inc.
(formerly known as Cannabis Wheaton Income Corp.)
• Entered into an agreement with Grenville Strategic Royalty Corp. (“Grenville”) to convert Grenville’s royalty
agreement with a wholly-owned Inner Spirit subsidiary to Inner Spirit common shares
• Entered into an investment agreement and a strategic alliance agreement with Newstrike Resources Ltd., a
collaboration that includes the Company’s proud support of the Gord Downie & Chanie Wenjack Fund
• Entered into an investment agreement and a strategic alliance agreement with Sugarbud Craft Growers
Corp. (formerly known as Relentless Resources Ltd.)
• Entered into a first-of-its kind financing partnership with ATB Financial for qualified Spiritleaf franchise
“For the first half of 2018, we have been focused on solidifying our business plan, forming strategic partnerships and
positioning the Company to be a leader in the recreational cannabis market in Canada,” said Darren Bondar,
President & CEO of Inner Spirit.
Inner Spirit is the first and only cannabis retailer to be granted membership in the Canadian Franchise Association,
and through its subsidiary Spirit Leaf Inc. (“Spirit Leaf”), the Company has entered into more than 100 franchise
agreements to open retail cannabis dispensaries under the Spiritleaf brand across Western Canada. “We believe that
our strong foundation helped us execute on our business plan and partner with local entrepreneurs across BC,
Alberta & Saskatchewan,” said Bondar. “It also provided us the opportunity to work with some of the top cannabis
companies that are committed to working collaboratively and helping us realise our vision of becoming an iconic
Canadian brand, and the nation’s leading recreational cannabis retail chain.”
The Company is now preparing to complete its anticipated IPO, and open the first wave of Spiritleaf locations upon
legalization and receipt of the necessary permits. It will simultaneously continue the development of its own
proprietary cannabis brands and explore other strategic investments. “The cannabis industry, shareholders, our
franchise partners and future customers have been very receptive of our initiatives and we look forward to
collaborating with all stakeholders on the ongoing success of the Company as we move toward the end of
prohibition,” added Bondar.
INCREASED SIZE OF PREVIOUSLY ANNOUNCED IPO
The Company has agreed to increase the size of it’s previously announced initial public offering (“IPO”) to a minimum
of 20,000,000 (the “Minimum Offering”) and a maximum of 25,000,000 (the “Maximum Offering”) units (the “Units”)
of Inner Spirit at a price of $0.15 per Unit (the “Offering Price”) for minimum gross proceeds of $3,000,000 and
maximum gross proceeds of $3,750,000. Each Unit consists of one common share in the capital of the Company
(each, a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase
warrant, a “Unit Warrant”). Each Unit Warrant will entitle the holder thereof to acquire, subject to adjustment in
certain circumstances, one common share in the capital of the Company (each, a “Warrant Share”) at an exercise
price of $0.30 for a period of 24 months following the Closing Date, subject to certain adjustments.
FRANCHISES AND FRANCHISE OPPORTUNITIES
More than 100 Franchise Locations Granted in Western Canada
Inner Spirit has made tremendous progress since November of 2017, nearly doubling the number of recreational
franchise agreements to its goal of 100 before expected legalization this summer. Inner Spirit’s franchisees have
committed to contribute up to $45 million collectively to open Spiritleaf stores in their local communities. “We are
delighted to see increasing interest from entrepreneurs, investors and distributors who want to participate in our
development of an iconic Canadian recreational cannabis brand,” said Bondar.
“The Saskatchewan Gaming and Liquor Commission received more than 1500 permit applications for recreational
cannabis retail outlets, so we’re delighted to be selected as one of the province’s 51 retailers. We’re eager to start
working on this Spiritleaf location, which will be one of the two dispensaries that are expected to open in Moose
Jaw. The city has been dubbed Saskatchewan’s ‘Destination of Choice’, and we’re looking forward to developing
relationships in the community and contributing to its unique appeal.”
Franchise Opportunities in Ontario
While Inner Spirit’s primary focus has been in Western Canada where the provincial governments of BC, Alberta and
Saskatchewan have allowed for privatized retail, the Company will now set its sights on Ontario where the
Progressive Conservative Party of Ontario recently won the provincial election and has indicated that it may allow
for privatized cannabis retail in addition to its previously announced government-run stores. This represents an
opportunity to potentially double the Spiritleaf footprint, and the Company will focus its efforts on pre-selling
territories in this market to be prepared in the event that the retail cannabis distribution model opens to private
retail in Canada’s most populous province.
Licenses & Stores
Alberta – Collectively, the Company and its franchise partners have submitted applications to the Alberta Gaming
and Liquor Commission (“AGLC”) to operate stores throughout Alberta. Conditional locations have been secured in
Lethbridge, Brooks, Medicine Hat, Canmore, Banff, Calgary (18), Cochrane, Airdrie, Red Deer, Edmonton (8), St.
Albert, Grand Prairie, Lac La Biche and Drayton Valley. Due Diligence is underway with the AGLC and some franchise
partners already receiving conditional approval.
BC – The BC government has not yet opened its provincial application process, however Inner Spirit continues to
move forward by securing locations conditional upon permitting. Potential Spiritleaf locations have been secured in
Invermere, Kelowna (2), Langley, Penticton, Vernon and Nanaimo with ongoing efforts to secure additional locations
and franchise partners in other BC territories.
Saskatchewan – Inner Spirit’s franchise partner, 102037242 Saskatchewan Ltd., has been selected as a cannabis
retailer for Moose Jaw, SK.
Flagship Location – The Flagship Calgary location and training centre is near completion and Inner Spirit is looking
forward to inviting its shareholders, franchise partners, stakeholders and guests for tours and a grand reveal in July.
The store is located at 6008 Macleod Tail SW, directly across from Chinook Centre, and the look and feel of the store
will raise the bar for cannabis retail across North America.
ACG Investment Agreement and Strategic Alliance Agreement
Inner Spirit entered into an investment agreement and a strategic alliance agreement with Auxly Cannabis Group
Inc. (“ACG”) (TSXV:CBW) (formerly known as Cannabis Wheaton Income Corp.). Pursuant to the investment
agreement, ACG acquired 15,000,000 common shares of Inner Spirit in exchange for a cash payment of $350,000,
674,418 ACG common shares, and 1,250,000 ACG common share purchase warrants. On February 6, 2018, ACG
exercised its right to acquire an additional 1,500,000 Inner Spirit common shares for $150,000 and as a result, ACG
holds approximately 15 percent of the total issued and outstanding Inner Spirit common shares as of the date hereof.
Inner Spirit also entered into a strategic alliance agreement that grants ACG the exclusive right to supply up to 50
percent of Inner Spirit’s annual inventory requirements for any cannabis, cannabis-infused or cannabis-derived
products to be sold at its retail dispensaries with a mutually agreeable profit-sharing arrangement relating to any
such cannabis product sales.
Inner Spirit reached an agreement with Grenville Strategic Royalty Corp. (TSXV:GRC) (“Grenville”) to
convert Grenville’s $1 million royalty agreement with Inner Spirit’s wholly-owned subsidiary Watchit! Consolidated,
to 10 million Inner Spirit common shares. As a result of this agreement, Grenville holds 14,455,000 Inner Spirit
First-of-its-Kind Partnership with ATB Financial for Franchise Partner Financing and Banking Services
The Company has entered into a partnership with ATB Financial (“ATB”), where ATB will finance equipment and
leasehold improvements, and real estate and improvements for qualified Spiritleaf franchise partners.
“Inner Spirit is the first retail company in North America to enter into this kind of strategic banking partnership, so
this collaboration really speaks to the growth potential of the recreational cannabis industry, and the value we can
deliver via our proven retail franchise model,” said Bondar. “Our franchise partners are well positioned for success:
our head office and training centre will support them in every aspect of their business, and through ATB, they now
have access to financial support as well.”
Under the Canadian Small Business Financing Act loan program, ATB will finance qualified Spirit Leaf franchise
partners’ equipment and leasehold improvements up to $350,000, and real estate and improvements up to
$1,000,000. ATB will also provide Inner Spirit franchise partners and their employees with a full suite of credit and
Investment Agreement and Strategic Alliance Agreement with Newstrike
The Company entered into an investment agreement with Newstrike Resources Ltd. (TSXV:HIP) (“Newstrike”) (the
“Newstrike Investment Agreement”), pursuant to which both Newstrike and Inner Spirit will acquire equity interests
in each other and enter into a strategic alliance agreement for the retail distribution of Up Cannabis products, and
the creation and operation of Up Cannabis-branded customer lounges or “Experiential Hubs” in Spiritleaf stores.
Under the proposed strategic alliance, Newstrike and Spirit Leaf will create and operate Up Cannabis Experiential
Hubs within Spiritleaf’s stores. The store-in-store experiences will complement the existing Spiritleaf design
elements and provide education about cannabis, showcase both companies’ love of music and their various
community and charitable endeavours.
On closing, Newstrike will make an aggregate investment in Inner Spirit valued at $2.25 million comprised of
$1,125,000 in cash and 1,250,000 Newstrike common shares will be issued at closing at a price of $0.90, which is
equal to the five-day volume weighted average price (VWAP) calculated as at May 22, 2018, being the date that the
investment agreement was executed. Newstrike will also issue 1,125,000 warrants to purchase Newstrike common
shares (the “Newstrike Warrants”). The Newstrike Warrants will have an exercise price of $0.99, will have a term of
24 months and will vest on a performance-based schedule triggered by the opening of a pre-determined number of
future Spirit Leaf locations, all of which is subject to the approval of the TSX Venture Exchange (“TSXV”) and in
accordance with applicable securities laws.
In consideration for Newstrike’s investment in Inner Spirit, Inner Spirit will issue to Newstrike, subject to approval of
the Canadian Securities Exchange (“CSE”) and in accordance with the applicable securities laws, 15,000,000 units of
Inner Spirit (“Units”) on the same terms as such securities are to be offered under Inner Spirit’s proposed initial
public offering at a price of $0.15 per Unit. Each Unit will be comprised of one common share of Inner Spirit and onehalf
of a common share purchase warrant, exercisable at $0.30 per share for a period of two (2) years following the
date of issuance, subject to adjustment.
As part of this collaboration, the Company also formally announced their support of the Gord Downie & Chanie
Wenjack Fund. “Inner Spirit is proud to be a part of continuing Gord Downie’s work by supporting meaningful
conversations about social progress,” said Bondar, a lifelong fan of The Tragically Hip’s music. “We value being a part
of the communities in which we operate, and that includes ensuring people are aware of, and participating in,
reconciliation efforts”. The head office in Calgary will establish the DWF Legacy Room – a space created to help
educate Canadians about the history of Residential Schools and the story of Chanie Wenjack – and each store will
provide information and education about the Downie Wenjack Fund (www.downiewenjack.ca).
Investment Agreement and Strategic Alliance Agreement with Sugar Bud Craft Growers Corp.
The Company entered into an investment agreement dated June 7, 2018 (the “Sugar Bud Investment Agreement”)
with Sugar Bud Craft Growers Corp. (TSXV:RRL) (“Sugarbud”) pursuant to which both Sugarbud and Inner Spirit will
acquire equity interests in each other and enter into a strategic alliance agreement (the “Sugardbud Strategic
Alliance Agreement”) that will govern the on-going business relationship of the parties.
Under the terms of the Sugarbud Investment Agreement, Inner Spirit has agreed to issue to Sugarbud 15,000,000
Units at a price of $0.15 per Unit. In exchange for the Units, the Company will provide Inner Spirit with: (i) a cash
payment of $1,125,000; (ii) 8,108,108 common shares of Sugarbud, with an issue price of $0.13875 per share; and
(iii) 1,125,000 common share purchase warrants (“Sugarbud Warrants”) exercisable at $0.30 per common share for
a period of 24 months from the date of issuance. The Sugarbud Warrants are subject to vesting conditions related
to Inner Spirit achieving certain operational milestones based on the number of Spiritleaf retail dispensaries opened.
The Strategic Alliance Agreement will provide for the following principal terms: (i) Sugarbud will have the right, but
not the obligation, to supply Spiritleaf retail locations with Sugarbud cannabis products in an amount equal to 10%
of the required product supply in respect of each Spiritleaf retail location; (ii) Sugarbud will have the exclusive right
to supply Inner Spirit with the cannabis inputs in respect of Inner Spirit’s premium Prairie Flower Alberta craft
cannabis brand, in an amount equal to 10% of the required cannabis product supply in respect of each Spiritleaf
retail location, subject to Sugarbud’s ability to meet certain supply requirements; and (iv) the parties will agree to
collaborate and explore other opportunities to further their respective and mutual business objectives.
“We’re pleased to form this mutually beneficial partnership, especially with Sugarbud being focused on the
production of ultra-premium cannabis in Alberta. We are both proud to offer Sugarbud and other products at
Spiritleaf stores, and excited to develop Spiritleaf’s Prairie Flower Alberta craft brand using Sugarbud’slocally-grown,
hand-crafted, select batch, ultra-premium cannabis. Using smaller grow rooms and aeroponics growing techniques
under the direction of an experienced master cultivator, will help ensure that our Prairie Flower brand is genetically
superior and something that our customers will appreciate,” added Mr. Bondar.
Upon the anticipated closing of the transactions described above, as well as the Company’s proposed IPO over the
coming weeks, the Company will have strengthened its balance sheet with additional gross proceeds of up to $9.75
million. Darren Bondar concluded, “When we set out on this journey 18 months ago, we wanted the Company to be
something that could be open to all of our staff, franchise partners and all interested investors to participate in to
truly create a community-owned company, and we are close to achieving that objective. The end of cannabis
prohibition has created a unique opportunity and we are excited about the infrastructure and partnerships that we
have put in place for our brand and our stakeholders. We now look forward to the next phase which includes opening
stores, securing additional locations for our franchise partners, and unveiling our house brands to the public.”
About Inner Spirit
Inner Spirit is establishing a chain of recreational cannabis dispensaries under its Spiritleaf brand. Supporting local
entrepreneurs by applying its award-winning franchise and retail models, Inner Spirit has more than 100 partnerships
in place for Spiritleaf locations across BC, Alberta and Saskatchewan. Inner Spirit will also operate multiple corporate
dispensaries. With a diverse portfolio of quality and curated lifestyle cannabis products – including Spiritleaf’s own
locally and sustainably sourced lines – Inner Spirit’s Spiritleaf is positioned to be an iconic Canadian brand and the
most trusted source for recreational cannabis. More information can be found on Inner Spirit’s website at
This press release contains statements and information that, to the extent that they are not historical fact, may
constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking
information may include financial and other projections, as well as statements regarding future plans, objectives or
economic performance, or the assumption underlying any of the foregoing. In some cases, forward-looking
statements can be identified by terms such as “may”, “would”, “could”, “will”, “likely”, “except”, “anticipate”,
“believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook”, or the negative thereof or other similar
expressions concerning matters that are not historical facts. Examples of such statements include, but are not limited
to, statements with respect to the objectives and business plans of the Company; the completion of the transactions
contemplated by the Newstrike Investment Agreement and the Sugarbud Investment Agreement, development of
Up Cannabis lounges; the establishment of recreational cannabis dispensaries in BC, Alberta and Saskatchewan; the
development of private retail sales of cannabis in Ontario; the intention to grow the Company’s business and
operations; the completion of the Company’s flagship location; the completion of the IPO and the amount of
proceeds that the Company may realize; the legalization of cannabis for recreational use in Canada, including federal
and provincial regulations pertaining thereto and the timing related thereof and the Company’s intention to
participate in such market, if and when legalized; the competitive conditions of the industries in which the Company
operates; and laws and any amendments thereto applicable to the Company.
Subsequent to this press release, Inner Spirit Holdings Ltd. went public on July 31, 2018 under the ticker symbol CSE:ISH.
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