Omni Commerce Corp. (TSXV:OMNI, FRA:0MZA) (“Omni” or the “Company”) is pleased to announce that, further to its news release of June 1, 2018, the Company has entered into a binding letter agreement dated July 30, 2018 (the “Agreement”) with PureKana LLC (“PureKana”), a limited liability company organized under the laws of the State of Arizona, and Cody Alt and Jeff Yauck (together, the “Members”), pursuant to which the Company has agreed to acquire 100% of the outstanding membership interests in PureKana from the Members (the “Transaction”). PureKana is recognized as a market leader for quality, affordable health and wellness products made from CBD-rich industrial hemp and is generating unaudited revenues in excess of $1.8-million per month. Additionally, PureKana’s unaudited financials show gross margins over 50% and net margins as 19% for the period January to May 2018. PureKana is poised to enter international markets in 2018 with the initial expansion goal of partnering with a Canadian LP offering strong distribution to become the trusted CBD brand for the Canadian market.
The Transaction, which is subject to receipt of required regulatory approvals and other conditions, will represent Omni’s first foray into the hemp cannabidiol (“CBD”) and cannabis sectors in connection with its previously announced change of business (the “Change of Business”).
The Transaction will be an arms’ length transaction. Because PureKana is engaged in CBD activities in the United States, it is anticipated that, in connection with the closing of the Transaction (the “Closing”), the Company will de-list its common shares (the “Shares”) from the TSX Venture Exchange (“TSXV”) and list the Shares on the Canadian Securities Exchange (the “CSE”). In connection therewith, the Company will seek the approval of the majority of the Company’s minority shareholders for the Change of Business and the migration of the listing of the Shares from the TSXV to the CSE.
Because the Company intends to acquire all of PureKana, such that, following the Closing, PureKana will be a wholly-owned subsidiary of the Company, the business of the Company following the Closing will be that of PureKana rather than that of an investment issuer as described in the Company’s June 1, 2018 news release.
Pursuant to the terms of the Agreement, the Company will acquire 100% of the outstanding membership interests in PureKana in exchange for the issuance of an aggregate of 25,333,334 Shares (on a post-Consolidation (as defined herein) basis) (the “Consideration Shares”) and an aggregate cash payment of USD$4.6 million (the “Cash Consideration”) to the Members. In addition, the Company has agreed to issue up to an additional 12 million Shares, on a post-Consolidation basis, to the Members upon the achievement of certain sales-based milestones.
Completion of the Transaction will be subject to the satisfaction of various conditions, including the completion of the Concurrent Financing (as defined herein), the completion of the Consolidation, the satisfaction or waiver of all applicable conditions precedent, and the receipt of conditional approval from the CSE for the proposed listing of the Shares on the CSE.
In connection with the Closing, it is contemplated that the board of directors of Omni (the “Omni Board”) will be reconstituted to be comprised of five members, to be agreed upon by the Members and the Company, that have requisite industry, financing, accounting and public company experience. In this regard, each of the Members are expected to become members of the Omni Board in addition to their appointments as President and Vice-President of the Company, respectively.
Prior to the Closing, it is expected that Omni will complete a consolidation of the Shares on the basis of one post-consolidation Share for each four pre-consolidation Shares (the “Consolidation”). As there are presently 39,553,203 Shares outstanding, there are expected to be approximately 9,888,300 Shares outstanding following the completion of the Consolidation, but prior to giving effect to the issuance of the Share Consideration and the completion of the Concurrent Financing.
In conjunction with the completion of the Transaction, it is anticipated that Omni will complete a private placement to raise minimum gross proceeds of $7,000,000, (the “Concurrent Financing”), terms of such financing will be disclosed as they are determined. The proceeds of the Concurrent Financing will be used by the Company to fund the Transaction, expand into international markets and for general working capital purposes.
Based in Los Angeles, California, PureKana is a top source for quality, affordable health and wellness products made from CBD-rich hemp. PureKana’s CBD products contain less than 0.3% THC (the psychoactive ingredient in cannabis) and are used in foods and as nutritional additives. PureKana products are non-GMO and contain no pesticides, solvents, herbicides or chemical fertilizer. PureKana’s mission is to educate the world on the benefits of hemp CBD and to lead the industry in bringing affordable hemp CBD products to the marketplace. The Members, both of whom are resident in Los Angeles, California, are the sole owners and managers of PureKana.
Omni is a publicly listed company currently listed on the TSXV, trading under the symbol “OMNI”. Omni is headquartered in Vancouver, British Columbia and is a reporting issuer in British Columbia, Alberta and Ontario. On May 31, 2018, trading in the Shares was halted in connection with the Company’s announcement of the proposed Change of Business and is expected to remain halted until the Closing.
Completion of the transaction described herein is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transactions cannot close until the required shareholder approval is obtained. There can be no assurance that these transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulatory Services Provider has in any way passed or expressed an opinion upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD
OMNI COMMERCE CORP.
Per: “Anthony Srdanovic”
Anthony Srdanovic, CEO
For further information, please contact:
Anthony Srdanovic, CEO
Phone: (604) 506-0949
Neither 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 news release.
Disclaimer for Forward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, including: statements regarding the future strategy of the Company; the proposed terms of the Transaction; the reconstitution of the Omni Board; the proposed terms of the Concurrent Financing; the proposed Consolidation; the sectors in which the Company is considering operating; the potential transfer of listing of the Shares to the CSE; the possible approval of matters by shareholders of the Company; and the potential expansion of PureKana into international markets such as Canada. These forward-looking statements address future activities, events, plans, developments and projections. The unaudited financial and other information concerning PureKana in this news release was provided to the Company by PukeKana and has not been audited, reviewed or independently verified. Readers are cautioned not to place undue reliance on such statements. All statements, other than statements of historical fact, constitute forward-looking statements and are frequently identified by words such as “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “intend” and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which management believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include, but are not limited to, failure by the Company to obtain shareholder approval for the proposed Change of Business, if required; failure to obtain approval of the Company’s shareholders for the transfer of listing of the Shares to the CSE; failure to obtain regulatory approval of the TSXV or the CSE, as applicable, for the Transaction, the transfer of the Shares, the Concurrent Financing and/or the Consolidation; risks related to the acquisition of PureKana and the Company’s investment and operation in the cannabis sector in the United States; risks related to the potential expansion of PureKana into the Canadian market; and other factors beyond the Company’s control, as well as the risks and uncertainties which are more fully described in our annual and quarterly management’s discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company’s profile at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable laws.
SOURCE: Omni Commerce Corp.
Seth Rogen’s New Cannabis Brand are Now Available at Apothecarium Dispensaries in San Francisco , Berkeley and Capitola
The Apothecarium is offering cannabis from Houseplant, the cannabis lifestyle brand founded by Seth Rogen and Evan Goldberg at its five California dispensaries. The Apothecarium has three San Francisco locations (Castro, SOMA and Marina ) and one each in Berkeley and Capitola (outside of Santa Cruz ).
“With the vast number of dispensaries in California , we put a lot of effort into identifying the right ones that align with Houseplant’s values,” said Seth Rogen , Co-Founder of Houseplant. “The Apothecarium shares the same commitment to creating a strong consumer experience that we pride ourselves on and we are thrilled to bring our three initial strains to their stores in the Bay Area.”
Houseplant is launching with three flower strains, all of which will be available at The Apothecarium, including: Diablo Wind (sativa), Pancake Ice (sativa) and Pink Moon (indica). Like their founder’s groundbreaking film “Pineapple Express”, Houseplant strains are named after weather phenomena. Each strain will be sold in a custom tin.
“We are so proud to be one of the very first dispensaries in California to offer Houseplant to our customers,” said Ryan Hudson , CEO and co-founder of The Apothecarium. “Seth, Evan and everyone at Houseplant love and respect cannabis as much as we do. We simply cannot wait to share their beautiful and delicious flowers with our guests.”
“We’ve been working with the Houseplant team for more than a year and are grateful to have a partner that shares so many of our values, including an emphasis on cannabis education, quality, reform of cannabis laws and beautifully designed, recyclable packaging.”
“Seth has been hands-on during the process, spending time with our store managers to make sure they know the products and how much care has gone into vetting and selecting the best strains. We think our guests are going to love Houseplant.”
About The Apothecarium
The Apothecarium is recognized as one of the nation’s premier cannabis dispensaries, with an emphasis on education via in-depth one-on-one consultations from highly trained cannabis consultants. The company was founded by three first cousins and two family friends in 2011. Our dispensaries are known for providing educational events that are open to the public at no cost — and for welcoming seniors, first-time dispensary visitors, and people with serious medical conditions. The Apothecarium’s flagship San Francisco dispensary was named the best-designed dispensary in the country by Architectural Digest . Patients and customers may order at our dispensaries or online for pickup or delivery at apothecarium.com [apothecarium.com] .
The Apothecarium is committed to giving back to the communities we serve. We have donated more than $400,000 in cash to community groups and nonprofits — plus more than $300,000 worth of in-kind donations.
All Apothecarium dispensaries continue to implement safety measures to protect guests and team members. Protocols include strict social distancing inside and outside the dispensaries, a mask requirement for everyone inside the dispensaries, no contact check-in procedures and ongoing sanitizing throughout the day.
CA Licenses: C10-0000523-LIC; C10-0000522-LIC; C10-0000515-LIC, C10-0000738-LIC, C10-0000706-LIC
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Love Hemp Group PLC (AQSE:LIFE)(OTCQB:WRHLF), one of the UK’s leading CBD and hemp product suppliers, announces that Charles Lamb will be stepping down as a Non-Executive Independent Director of the Company, with effect from April 16, 2021, to focus on his other business interests
Charles has been an integral part of the Board’s efforts to grow the Company since its inception and has played a key role in the Company’s shift in strategy to focus on growing the Love Hemp brand globally.
Love Hemp will continue to develop the team over the coming months, focussing on maximising the significant business opportunities available to the Company as well as preparing it for its upcoming move to the London Stock Exchange’s Main List as announced on 8 April 2021.
Andrew Male, Chairman of Love Hemp Group, commented: “Charles has made a significant contribution to the Company over a period of successful growth and refocussing. On behalf of the Board, I would like to thank him for all his efforts and support and wish him the best with future endeavours.
“As we move towards a listing on the Main Market, we will be looking to strengthen our Board with those who are able to provide experience and guidance to support our future growth.”
For further information please contact:
AQSE Corporate Adviser
H&P Advisory Limited
+44 (0) 20 7907 8500
About Love Hemp Group
The Company, previously World High Life Plc, was incorporated on 30 January 2019 as an Investment Vehicle. Originally intended to identify opportunities in the CBD and Medicinal Cannabis space, it quickly acquired Love Hemp Ltd., the UK’s most recognisable CBD brand. The listed company recently changed its name to Love Hemp Group PLC as part of its evolving strategy to purely focus on supporting the “best in class” CBD brand as it embarks on a wider expansion of its core business and offering.
Love Hemp produces and supplies more than 40 product lines, comprising of oils, sprays and tinctures and a variety of edible and water-based CBD products. Love Hemp has established relationships with over 2,000 stores in the UK, including leading retailers such as Sainsbury’s, Boots, Ocado and Holland & Barrett.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact firstname.lastname@example.org or visit www.rns.com.
SOURCE: Love Hemp Group PLC
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Love Hemp Group PLC
Expects to file its 2020 Annual Financial Statements on or before May 31, 2021
Matica Enterprises Inc. (CSE: MMJ) (FSE: 39N) (OTCQB: MMJFF) (“Matica” or the “Company”) today announced that, as a result of the COVID-19 Pandemic measures, it will not be in a position to file its audited annual financial statements, the related management’s discussion and analysis and related CEO and CFO certificates (the “Annual Filings”) before the required deadline of April 30, 2021 (the “Specified Requirements”).
The Company is working closely with its auditor and expects to file the Annual Filings on or before May 31, 2021. The Company does not anticipate any delay in filing its interim financial statements, management’s discussion and analysis, and the related officer certifications for the financial period ended March 31, 2021.
Matica has applied to the OSC, as principal regulator for the Company, for the imposition of a management cease trade order under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) over the duration of the default. If a management cease trade order is issued, it will generally not affect the ability of persons who have not been directors, officers or insiders of Matica to trade in their securities.
The Company is providing this press release in accordance with National Policy 12-203 Management Cease Trade Orders (“NP 12-203”). The Company intends to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases, for as long as the Company remains in default. The Company confirms as of the date of this news release that there is no other material information concerning the affairs of the Company that has not been generally disclosed.
Matica is a multi-faceted, innovative company in the Quebec cannabis space. Its subsidiary, RoyalMax Biotechnology Canada Inc. is a Dorval, Quebec based Health Canada Licence Holder. RoyalMax has been granted a standard cultivation licence, standard processing and medical sales licences by Health Canada.
On behalf of the Board of Directors
Matica Enterprises INC.
Boris Ziger, CEO & Chairman
Disclaimer for Forward-Looking Information
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
This news release contains statements about the Company’s information that may be made available on the S&P Capital IQ Corporation Records Listing Program and the business of Matica that are forward-looking in nature and as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. We seek Safe Harbor.
This news release is not for distribution or dissemination in the United States of America
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80602
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So far there are no clear indicators as to when or if Australia could legalise recreational cannabis, but attitudes seem to be changing. Public support is growing, and there’s even some political acceptance.
Read on to learn more about when Australia may legalise recreational cannabis.
Public support for legalisation growing
Australians are no strangers to cannabis — a recently updated report from the Australian Institute of Health and Welfare shows that marijuana is the most extensively used illicit substance in the country.
With that in mind, it’s perhaps unsurprising that views on cannabis are changing in the country. In 2019, Australia’s National Drug Strategy Household Survey found that 41 percent of Australians are in favour of legalising cannabis — that’s close to double the support seen when the survey was done in 2007.
Aside from that, legalisation has been recommended by a number of government inquiries, including a 2019 Queensland Productivity Commission report on imprisonment and recidivism.
Several states have decriminalised personal use of cannabis on private property, including the ACT, the Northern Territory (NT) and South Australia. Most other states have a discretionary almost de facto decriminalisation in place through police diversion programs.
Those arrested for small amounts of under 50 grams of cannabis can be diverted to drug counselling or education, or issued a fine rather than a criminal conviction.
Economic opportunities lie in legalisation
Although Australia’s economy ended 2020 on a high note after facing COVID-19-related setbacks, some experts believe cannabis legalisation could assist even further with economic growth.
The climate of the NT and its accessibility to Asia makes the likelihood of legalised marijuana a possible gold mine for the NT, according to economist Rolf Gerritsen.
“The Government, if it licensed the system and appointed official sales points, could actually set up a nice little industry with the possibility of future exports,” Gerritsen told ABC News.
In 2020, Australia’s economy plunged into its first recession in three decades due to fallout from the coronavirus, which came mere months after devastating bushfires that ravaged over 12 million hectares.
A Twitter campaign from the Australian Greens political party is pushing for legalisation to help pull the nation out of recession, declaring cannabis a “multi-billion dollar industry.”
Federal cannabis legalisation unlikely
Although exciting, it seems unlikely that the Australian government will legalise marijuana at this stage.
Outside the Twitter campaign mentioned above, legalisation of cannabis has been a big part of the platform for the Greens, which are seeking the establishment of a controlled market for the sale of cannabis and would allow members of the public to grow up to six plants.
But the Greens are currently the only political party pushing for legalisation of recreational cannabis.
Both the Liberal National Party and Australian Labor Party have only shown support for medicinal cannabis at a federal level. In fact, Australian Attorney-General Christian Porter has been vocally opposed to the legalisation in Canberra, declaring the laws “terrible” and saying state- and territory-level laws conflict with federal laws on possession.
Many were looking towards the outcome of a New Zealand referendum on legalisation that failed as 50.7 percent voted “no” to the 48.4 percent “yes” votes.
What could legalisation do to the market?
A report from cannabis researcher Prohibition Partners hypothesizes great potential for Australia to significantly increase value through cannabis exports, while a focus on buying local could see more domestic cannabis revenue than ever before.
Success could encourage more regions to look closely at their own reform measures, particularly after watching the ACT’s adoption of restricted cannabis legalisation, the study argues.
“Both Victoria and Tasmania are also making moves towards more lenient cannabis laws and could be following in the ACT’s footsteps,” said the report’s authors.
“The Victorian government invested in R&D of the local industry, and is said to have ambitions to be the ‘cannabis bowl of Australia’ with a target of 500 local jobs.
The report predicts the Australian cannabis market will break a total market value of US$1.5 billion by the year 2025, which would make it the largest legal cannabis market in Oceania. Eagle-eyed investors will be watching the market closely.
Don’t forget to follow @INN_Australia for real-time updates!
Securities Disclosure: I, Ronelle Richards, hold no direct investment interest in any company mentioned in this article.
Kelowna, British Columbia TheNewswire – April 15, 2021 Lexaria Bioscience Corp. (Nasdaq:LEXX) (Nasdaq:LEXXW) (CSE:LXX) (CNSX:LXX.CN) (the “Company” or “Lexaria”), a global innovator in drug delivery platforms, announces the appointment of a new Chief Financial Officer and the issuance of share purchase warrants to third party consultants.
Lexaria is pleased to announce that effective April 15, 2021, Gregory Downey will be assuming the role of Chief Financial Officer of the Company. During the past two years, Mr. Downey has been engaged by the Company as its Controller and has intimate knowledge regarding the Company’s business and finances. Mr. Downey brings a wealth of experience to Lexaria, having served as the Chief Financial Officer of several public companies during the past ten years. Mr. Downey holds a Certified Management Accountant designation and is a member of the Chartered Professional Accountants of British Columbia.
In the position as Chief Financial Officer, Mr. Downey will be compensated with a base annual salary of CDN$144,000, with an annual increase of 10%, an option grant for the issuance of up to 12,000 common shares, and other customary incentives.
The Company is grateful to outgoing CFO, Mr. Allan Spissinger, for his many contributions and wishes him continued success in his future endeavours.
The Company also announces that effective on April 16, 2021, it will be issuing share purchase warrants (the “ Warrants ”) for the issuance of up to an aggregate 300,000 common shares to three unrelated third party consultants. The Warrants will be exercisable for a period of three years ending on April 16, 2024 at an exercise price of US$9.00 per share. The shares issuable upon exercise of the Warrants will be restricted securities pursuant to US securities laws.
About Lexaria Bioscience Corp.
Lexaria Bioscience Corp.’s proprietary drug delivery technology, DehydraTECH™, improves the way active pharmaceutical ingredients (APIs) enter the bloodstream by promoting healthier oral ingestion methods and increasing the effectiveness of fat-soluble active molecules, thereby lowering overall dosing. The Company’s technology can be applied to many different ingestible product formats, including foods, beverages, oral suspensions, tablets, and capsules. DehydraTECH has repeatedly demonstrated since 2016 with cannabinoids and nicotine the ability to increase bio-absorption by up to 5-10x, reduce time of onset from 1 – 2 hours to minutes, and mask unwanted tastes; and is planned to be further evaluated for orally administered bioactive molecules, including anti-virals, cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), and nicotine. Lexaria has licensed DehydraTECH to multiple companies including a world-leading tobacco producer for the development of smokeless, oral-based nicotine products and for use in industries that produce cannabinoid beverages, edibles, and oral products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 18 patents granted and approximately 60 patents pending worldwide. For more information, please visit www.lexariabioscience.com .
This press release includes forward-looking statements. Statements as such term is defined under applicable securities laws. These statements may be identified by words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions. Such forward-looking statements in this press release include, but are not limited to, statements by the company relating the Company’s ability to carry out research initiatives, receive regulatory approvals or grants or experience positive effects or results from any research or study. Such forward-looking statements are estimates reflecting the Company’s best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that the Company will actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. As such, you should not place undue reliance on these forward-looking statements. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, government regulation and regulatory approvals, managing and maintaining growth, the effect of adverse publicity, litigation, competition, scientific discovery, the patent application and approval process, potential adverse effects arising from the testing or use of products utilizing the DehydraTECH technology, the Company’s ability to maintain existing collaborations and realize the benefits thereof, delays or cancellations of planned R&D that could occur related to pandemics or for other reasons, and other factors which may be identified from time to time in the Company’s public announcements and periodic filings with the US Securities and Exchange Commission on EDGAR. There is no assurance that any of Lexaria’s postulated uses, benefits, or advantages for the patented and patent-pending technology will in fact be realized in any manner or in any part. No statement herein has been evaluated by the Food and Drug Administration (FDA). Lexaria-associated products are not intended to diagnose, treat, cure or prevent any disease. Any forward-looking statements contained in this release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
Copyright (c) 2021 TheNewswire – All rights reserved.
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