RAMM Pharma and MTC Announce Receipt of Conditional Approval to List on the CSE and Provide an Update on Transaction Status
MTC Growth Fund-I Inc. (“MTC”) & RAMM Pharma (CSE:RAMM) announce that, further to the news releases dated May 3 and 30, 2019, MTC has received conditional approval to list the Resulting Issuer Shares (as defined below) on the Canadian Securities Exchange (“CSE”). The listing is subject to the Resulting Issuer (as defined below) fulfilling certain standard requirements of the CSE in accordance with the terms of its conditional approval letter dated September 18, 2019. It is expected that the Resulting Issuer Shares will trade under the symbol “RAMM”, and upon obtaining final approval from the CSE, the Resulting Issuer will issue a further news release to inform shareholders when it anticipates the Resulting Issuer Shares will commence trading on the CSE.
“The receipt of conditional approval from the CSE marks another significant milestone for our company as we continue to establish RAMM’s position as a leader in the field of cannabis-derived prescription drugs and registered products in Latin America and other jurisdictions globally,” stated Jack Burnett, proposed Chairman and Chief Executive Officer of the Resulting Issuer.
MTC also announces that it has entered into: (i) a definitive share exchange agreement with Medic Plast S.A. (“Medic Plast”), and its shareholders, providing for the acquisition (the “MP Acquisition”) of all of the outstanding shares of Medic Plast by MTC in exchange for shares of MTC following the Reorganization (as defined below); (ii) a definitive share exchange agreement with Yurelan S.A. (“Yurelan”), and its shareholder, providing for the acquisition of all of the outstanding shares of Yurelan by MTC (the “Yurelan Acquisition”) in exchange for shares of MTC following the Reorganization (the MP Acquisition together with the Yurelan Acquisition, the “Acquisitions”); and (iii) a definitive agreement with Ramm Pharma Holdings Corp. (“Ramm Holdings”) and a wholly-owned subsidiary of MTC (“Subco”), providing for the amalgamation of Subco and Ramm Holdings (the “Amalgamation”) to be completed following the completion of the Acquisitions (the Acquisitions and the Amalgamation, together the “Proposed Transaction”). The Acquisitions will constitute a reverse takeover of MTC by Medic Plast and Yurelan.
In connection with the Proposed Transaction, MTC has called a special meeting (the “Meeting”) of the holders of shares of MTC to approve, among other matters, a transition of MTC from the Canadian securities regulatory regime for investment funds to the Canadian securities regulatory regime for reporting issuers that are not investment funds, and an amendment to the articles of MTC authorizing and approving an amendment to MTC’s articles of incorporation to: (i) delete the redemption rights attaching to the mutual fund shares, reclassify all of the issued and outstanding mutual fund shares of MTC as common shares of MTC, and change MTC’s authorized capital to an unlimited number of common shares; (ii) subject to adjustment, subdivide MTC’s issued and outstanding shares on the basis of 4.76648 new common shares (the “Resulting Issuer Shares”) of MTC (as it exists after the completion of the Proposed Transaction (the “Resulting Issuer”)) for each one (1) common share of MTC; (iii) change the name of MTC from “MTC Growth Fund-I Inc.” to “Ramm Pharma Corp.”, or such other name as the board of directors of MTC may determine; and (iv) allow the directors of MTC to appoint one or more directors, up to a maximum of one-third of the number of directors elected at the previous annual meeting of shareholders of MTC, to hold office for a term expiring not later than the close of the next annual meeting of the shareholders of MTC, all to take effect only in the event that the Proposed Transaction is completed (the “Reorganization”).
The record date for determining the shareholders of MTC (the “MTC Shareholders”) entitled to receive notice and to vote at the Meeting was fixed to be the close of business on September 6, 2019. All MTC Shareholders are encouraged to vote in person or by proxy at the Meeting. The Meeting will be held on October 8, 2019 at 2100 Scotia Plaza, 40 King Street W., Toronto, Ontario M5H 3C2. In connection with the Meeting, MTC has arranged for the delivery of a management information circular (the “Circular”) and notice of meeting, together with a form of proxy, to MTC Shareholders of record. Electronic copies of the Circular, which provide further details regarding the Proposed Transaction, and the other proxy-related materials, are available for download on MTC’s issuer profile on SEDAR at www.sedar.com.
The Proposed Transaction is subject to a number of conditions, including, receipt of all requisite shareholder, regulatory (including the approval of Secretaría Nacional para la Lucha contra el Lavado de Activos y el Financiamiento del Terrorismo (SENACLAFT), the government body overseeing foreign direct investments in Uruguay), and third-party approvals. There can be no assurance that the Proposed Transaction will be completed as currently proposed or at all.
In addition, MTC has filed its audited financial statements on SEDAR for its fiscal year ended June 30, 2019. The pro-forma financial information set out in the Circular relating to MTC for the fiscal year ended June 30, 2019 was un-audited and shareholders of MTC are encouraged to review both.
Subscription Receipt Financing
As previously announced, MTC and Ramm Holdings completed non-brokered private placements, resulting in the sale of an aggregate of 26,165,109 subscription receipts (the “Subscription Receipts”) for aggregate gross proceeds of approximately C$35.3 million (“Offering”). Assuming the escrow release conditions relating to the issuance of the Subscription Receipts are satisfied, the net proceeds from the Offering shall be used by Resulting Issuer for general corporate working purposes (including construction improvements, the opening of Yurelan’s facility, the construction or acquisition of a cannabis extraction facility, and costs to continue to develop and register products and implement marketing and sales initiatives), and the payment of costs associated with the Proposed Transaction.
About Medic Plast and Yurelan
Lead by renowned cannabis industry experts and backed by some of the most successful pioneers in the cannabis sector, Medic Plast is a leader in the field of cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other cannabis-based products. Founded in 1988 in Montevideo, Uruguay, Medic Plast is a well established pharmaceutical and medical product business and amongst the first and only companies in the world to have developed medically registered and approved plant derived cannabinoid pharmaceutical products. Medic Plast currently has multiple approved and registered products that have been authorized for sale in several Latin American countries, as well as a robust pipeline of new products in various stages of approval and development produced in Medic Plast’s state of the art Good Manufacturing Practice (GMP) certified cannabis formulation facility. With Yurelan’s large scale cultivation facility, the combined operations are expected to provide for complete vertical integration. Further to its industry leading activities in the cannabis sector, Medic Plast operates a successful pharmaceutical, cosmetic and nutraceutical product development and medical services business which has been servicing the local market for 30 years.
MTC is an un-listed Canadian mutual fund corporation that was established under the federal laws of Canada by a declaration of trust dated October 1988, with its registered and head office in Toronto, Ontario. MTC is a reporting issuer within the meaning of the Securities Act (Alberta), Securities Act (Ontario) and Securities Act (Quebec).
All information contained in this news release with respect to MTC, Medic Plast, Yurelan, and Ramm Holdings were supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Proposed Transaction, please contact: Joseph Chiummiento, Director, MTC Growth Fund-I Inc.; Tel: 905.851.8180.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to 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 statements. In this news release, forward-looking statements relate, among other things, to: the completion of the Proposed Transaction, including, but not limited to, the listing of the Resulting Issuer Shares on the CSE; the anticipated benefits of the Proposed Transaction to MTC, Medic Plast, Yurelan, Ramm Holdings, and their respective shareholders; the timing and receipt of the required shareholder, stock exchange and regulatory approvals for the Proposed Transaction; the timing and ability of the parties to satisfy the conditions precedent to completing the Proposed Transaction; anticipated use of proceeds from the Offering; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of Resulting Issuer; and future development plans.
These forward-looking statements are based on reasonable assumptions and estimates of management of MTC, Medic Plast, Yurelan and Ramm Holdings, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of MTC, Medic Plast, Yurelan or Ramm Holdings, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of certain escrow release conditions and all applicable conditions to the completion of the Transactions (including receipt of all necessary shareholder, stock exchange, regulatory and other approvals or consents, and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the definitive transaction agreements in respect of the MP Acquisition, the Yurelan Acquisition and the Amalgamation); the synergies expected from the Proposed Transaction not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of cannabis and cannabis-derived production, manufacturing and sales; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on the cannabis and cannabis extracts industry; employee relations; relationships with local and federal government; and the risks of obtaining maintaining, or obtaining new, licenses, permits and approvals from government authorities with respect to the business of the Resulting Issuer. Although the forward-looking statements contained in this news release are based upon what management of MTC, Medic Plast, Yurelan and/or Ramm Holdings, as the case may be, believes, or believed at the time, to be reasonable assumptions, MTC, Medic Plast, Yurelan and/or Ramm Holdings, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward‐looking statements and information contained in this news release. MTC, Medic Plast, Yurelan, and Ramm Holdings assume no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Ayurcann Holdings Corp. (CSE: AYUR) (the “Company” or “Ayurcann”) an integrated Canadian extraction company specializing in the processing of cannabis and hemp for the production of oils and various derivative products, announces the granting of stock options and restricted share units.
The Company has announced that it has granted incentive stock options to directors, officers, employees and consultants of the Company to purchase an aggregate of 1,000,100 common shares under the Company’s Stock Option Plan. Each option is exercisable at a price of $0.16 per common share, expires three years from the date of grant and vest six months from the date of the grant.
The Company has also granted restricted share unit grants, pursuant to the Company’s Restricted Share Unit plan, dated April 1, 2021, totaling 1,548,875 to certain eligible participants.
For further information, please contact:
Igal Sudman, Chairman, Chief Executive Officer and Corporate Secretary
Ayurcann Holdings Corp.
About Ayurcann Holdings Corp.:
Ayurcann is a leading post-harvest solution provider with a focus on providing and creating custom processes and pharma grade products for the adult use and medical cannabis industry in Canada. Ayurcann is focused on becoming the partner of choice for leading Canadian cannabis brands by providing best-in-class, proprietary services including ethanol extraction, formulation, product development and custom manufacturing.
Neither the Canadian Securities Exchange nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.
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A planned business merger between two leading cannabis producers hit a small delay this week as a critical vote got moved.
Keep reading to find out more cannabis highlights from the past five days.
Tilray delays critical shareholder meeting
On Thursday (April 15), Tilray (NASDAQ:TLRY) announced it will be postponing its shareholder vote on the fate of its merger with Aphria (NASDAQ:APHA,TSX:APHA). It will take place on April 30 instead of April 16.
Neither cannabis company offered an explanation for the change. Tilray has asked shareholders to participate in this vote regardless of how many shares they may hold. “Tilray stockholders who have not already voted, or wish to change their vote, are strongly encouraged to do so,” the company said.
This news came days after Aphria shareholders overwhelmingly voted in favor of the business transaction, with a total of 99.38 percent of shareholders voting for the deal to continue. Confirmation from Aphria Chairman and CEO Irwin Simon indicated the partnership was en route to being complete.
This past week Aphria also released financial results for the third quarter of its 2021 fiscal year, in which the firm highlights the overall direction of the company with the Tilray deal.
“We expect to have a tremendous runway for long-term sustainable growth as we build upon our existing foundation in Canada and internationally by increasing the scale of our global operations,” Simon said in a statement.
Cannabis retailer celebrates digital trend
Bidding for the piece, named “Non-Fungible Toke“ started at a price of C$4.20. The retailer plans to donate the proceeds to two charities, Second Harvest and Less.
The latter is designed to counter the carbon footprint of blockchain technology, a common criticism drawn against the rise of NFTs and other novel technologies.
As of 11:00 a.m. EST on Friday (April 16), the NFT bid was up to C$169.11.
Cannabis company news
- The Valens Company (TSX:VLNS,OTCQX:VLNCF) issued its financial report for the first quarter of its 2021 fiscal year. In its results, the company highlights a net revenue uptick of 24.7 percent from the previous quarter, resulting in C$20 million for the period.
- Trulieve Cannabis (CSE:TRUL,OTCQX:TCNNF) closed a public offering of 5 million subordinate voting shares at a price of C$50 each for total gross proceeds of C$287.5 million. The company celebrated its financial position after an offering in January, which will lead to the pursuit of merger and acquisition targets.
- Australis Capital (CSE:AUSA,OTCQB:AUSAF) appointed Jason Dyck as its new chief science officer and chairman of the firm’s scientific advisory board. Dyck previously served as an executive at Aurora Cannabis (NASDAQ:ACB,TSX:ACB), leading the scientific efforts for the cannabis producer. “I look forward to providing AUSA with advice and direction in its scientific efforts towards bringing innovations to market with immediate and significant commercial appeal,” Dyck said.
- Truss Beverage, a cannabis drinks venture co-owned by Molson Coors Beverage Company (NYSE:TAP,TSX:TPX) and HEXO (NYSE:HEXO,TSX:HEXO), released the details of its new lineup of infused beverages. Six new drinks will become available around the summer and are intended to pair with the season.
Don’t forget to follow us @INN_Cannabis for real-time updates!
Securities Disclosure: I, Bryan Mc Govern, hold no direct investment interest in any company mentioned in this article.
Partnerships with Minardi Law , Minorities for Medical Marijuana, CultivatED, and the Georgia Justice Project will include clinics and virtual events across Florida , Georgia , and Massachusetts
Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and top-performing cannabis company based in the United States announced today a series of expungment clinics located throughout south and central Florida as well as virtual events in Georgia and Massachusetts . The clinics are part of the Company’s celebration of the 50 th anniversary of 420.
During the month of April, Minardi Law has hosted expungment clinics and will be hosting two more as follows:
- Releaf Patient Appreciation Day, April 17 th ( Valrico )
- First Annual 4/20 Event ( St. Petersburg Beach )
At these clinics, an attorney will be present to review records and see if someone is eligible for a sealing or expungment of their records. As part of the events, Trulieve will be helping cover the costs for finger prints, legal fees, and court costs.
Trulieve is working with Minorities for Medical Marijuana (“M4MM”) to host a 4/20 Expungement Clinic, part of M4MM’s Project Clean Slate. This event will take place on Saturday, April 24, 2021 , from 9:30am – 4:30pm at Riviera Beach City Hall. Anyone seeking to take place in this event is required to register in advance at http://trulieve.cc/expungementpreregistration .
In addition, Trulieve is sponsoring the First Friday Series , a weekly virtual event from the Georgia Justice Project to help Georgia citizens with record restrictions, and is also sponsoring the Fellowship Presentation and Expungement Clinic being offered through CultivateEd and GBLS on Friday, April 23 from 3:00pm – 4:00pm . You can register for the Massachusetts expungement clinic in advance here: HTTPS://BIT.LY/2Q655KK
“Our mission as a company has always been to improve people’s lives,” said Trulieve CEO Kim Rivers . “We’ve always been dedicated to improving the communities we call home. Partnering with Minardi Law , Minorities for Medical Marijuana, Georgia Justice Project and CultivatED on these clinics was a simple decision for us; we encourage anyone seeking help with the expungement process to attend one of these clinics in your own state to start the process.”
For more information about Trulieve and the April expungment clinics, please visit www.Trulieve.com .
Trulieve is primarily a vertically integrated “seed-to-sale” company in the U.S. and is the first and largest fully licensed medical cannabis company in the State of Florida . Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve-branded stores (dispensaries) throughout the State of Florida , as well as directly to patients via home delivery. Trulieve also has operations in California , Massachusetts , Connecticut and Pennsylvania. Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF.
To learn more about Trulieve, visit www.Trulieve.com .
SOURCE Trulieve Cannabis Corp.
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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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MISSISSAUGA, Ontario TheNewswire – April 16, 2021 Sire Bioscience Inc. (CSE:SIRE) (OTC:BLLXF) (FSE:BR1B) (CNSX:SIRE.CN) (“SIRE” or the “Company”) announces that Brian Nugent has resigned as a member of the Company’s board of directors (the “ Board ”). It has been a pleasure and a blessing to have worked with Brian Nugent over the past few years, his business acumen and tremendous experience will certainly be missed, SIRE wishes him nothing but the best in all his future endeavors.
About Sire Bioscience
SIRE is headquartered in Mississauga, Ontario with its wholly owned subsidiary PLANTFUEL® based in Denver, Colorado. SIRE is managed by a group of successful entrepreneurs who have extensive experience in the areas of consumer-packaged goods, manufacturing, logistics, and distribution. SIRE is a CPG life science company focused on the plant-based foods and supplements industry.
For additional information contact:
Sire Bioscience Inc.
Copyright (c) 2021 TheNewswire – All rights reserved.
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