Psilocybin is a naturally occurring psychedelic prodrug compound produced by more than 200 species of fungus. As a prodrug, psilocybin is quickly converted by the body to psilocin, which has mind-altering effects. Psilocybin is considered to have extremely low toxicity and a favourable safety profile. As a result, considerable research, development and testing is taking place to enable targeted usage for individuals suffering from anxiety, depression, and PTSD.
Steve Singh, CEO, comments on the importance of the work in Jamaica for local and international exports: “Jamaica provides a favourable regulatory and economic environment to support our endeavours. Psilocybin is showing considerable promise as a therapeutic intervention for neuropsychiatric disorders including depression, anxiety, and addiction. Compelling evidence of the therapeutic benefits of psychedelic drugs appears in multiple scientific studies. It is intended that our Jamaican cultivation and extraction facilities will assist and support valuable research and development in this regard.”
About Canbud Distribution Corp.
Canbud Distribution Corp. is a science and technology health and wellness company that encompasses plant based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and hemp cannabinoids (CBD) verticals.
www.canbudcorp.com
https://www.instagram.com/empathyplantco/?hl=en
For further information, please contact:
ir@canbudcorp.com
or
Robert Tjandra, President and COO
Tel: 1 416 847 7312
Notice Regarding Forward Looking Information
Certain information set forth in this news release may contain forward-looking information that involves substantial known and unknown risks and uncertainties. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward looking information. The Corporation undertakes no obligation to update forward-looking information except as otherwise may be required by applicable securities law.
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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Trent Kitsch, CEO of Stately Brands commented “Stately Brands has spent considerable time reviewing hundreds of opportunities within California, and the broader U.S., and after completing comprehensive due diligence, we are very excited to forge a strategic partnership with Gold Flora and leverage its platform to the next stage of growth.”
“Laurie is a standout CEO and leader, and the Gold Flora team has demonstrated its ability to execute on all levels of the supply chain extremely well. We see a great brand, seed to sale operations, loyal customer base, and a competitive focus in the most valuable cannabis market in the world. Additionally, complementing the business with the launch of the Stately brand will only improve the brand portfolio. We are confident that this partnership will quickly enable the business to scale its operations, positioning itself for profitable growth and a successful go-public event in 2021.”
Laurie Holcomb, CEO and founder of Gold Flora, commented “the Strategic Partnership is highly complementary and we at Gold Flora are excited to have the support of the proven and highly effective Stately Brands senior management team. The California cannabis market is evolving quickly and the partnership will enable Gold Flora to be most effective and nimble. I am confident that the partnership will help make Gold Flora a dominant cannabis company in California and position it to be a strong regional multistate operator.”
Strategic Partnership Highlights
Premier Leadership Team: Gold Flora’s management team, comprised of transformative business leaders and highly regarded cannabis experts, welcome the Stately Brands executives to join as advisors to the organization. The Stately Brands team previously founded DOJA Cannabis which acquired Tokyo Smoke and became HIKU Brands which sold to Canopy Growth Company in 2018. Trent Kitsch, Stately Brands CEO, also previously founded SAXX Underwear, which disrupted the underwear industry and has become one of the most recognizable underwear brands in North America. Together the two teams boast top tier talent with proven track records of success in both private and public organizations and have successfully exited past ventures.
Enhanced Distribution Network: Through its Shelf Life distribution network, Gold Flora currently distributes in excess of 15 brands to over 425 licensed dispensaries within the State of California.
Accelerated 2021 Growth Capital Budget: Gold Flora will complete the first phase of its expansion of its indoor cultivation facility. On completion, the expansion will position Gold Flora as one of the largest cultivators of high-quality indoor cannabis in California. Gold Flora is also expecting final approval for the Company’s manufacturing license in the first quarter of 2021.
Actively Expanding Wholly-Owned Retail Platform: King’s Crew, Gold Flora’s retail dispensary in Long Beach, California, has proven to be a successful foray into the retail segment and Gold Flora is actively working to expand the King’s Crew retail network throughout Southern California.
Expanding Brand Portfolio: The addition of Stately Brands’ products to Gold Flora existing in-house brands are expected to be marketed throughout Gold Flora’s distribution network and enhance revenue and margins.
Advisors
Hyperion Capital Inc. is acting as the financial advisor to Stately Brands.
About Gold Flora
Gold Flora is a vertically integrated company in California with operations in cultivation, manufacturing, distribution, and retail. In addition, Gold Flora has a leading brand of legal, compliant cannabis in the California market. The company is affiliated with BlackStar Industrial Properties — a unique, fully licensed cannabis complex in Desert Hot Springs, California, that houses premier companies throughout the eco-system, including leaders in cultivation, manufacturing, processing, testing, packaging, and distribution.
Gold Flora is committed to providing the highest quality, fully tested, legal cannabis products in the nation. The company was built on a foundation of bringing trust, transparency, and high ethical standards to the rapidly evolving cannabis market.
For more information on Gold Flora, visit the website at: www.goldflora.com.
Connect with Gold Flora:
Website: www.goldflora.com
Instagram: instagram.com/goldflora_ca
Twitter: twitter.com/Goldflora_CA
About Stately Capital Corporation
Stately Brands is a Canadian company focused on the development and acquisition of cannabis brands in the United States. Stately Brands was created by a group of successful entrepreneurs in the cannabis space to leverage its experience in cannabis, branding and consumer packaged goods to identify and acquire or partner with a U.S. based cannabis brand.
Forward-Looking Information and Statements
This news release contains forward-looking statements including the expansion of Gold Flora’s indoor cultivation facility and related expected cultivation yield, timing of the receipt of Gold Flora’s manufacturing license, expansion of the King’s Crew retail network, launch of the Stately Brand products; use of funds and other statements that are not historical facts. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: risks relating to the ability to obtain or maintain cannabis manufacturing and retail licences and permits; review of the company’s production facilities by regulatory authorities and receipt or maintenance of licences in respect thereof; future legislative an regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; timing and completion of construction and expansion of the company’s production facilities; and the delay or failure to receive board, regulatory or other approvals, as applicable. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. We assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Contacts
Innovation Agency
hello@inov8.us
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The Offering
The Offering comprises the Share Offering and the Unit Offering and is being made on a “commercially reasonable efforts” basis through a syndicate of agents led by Canaccord Genuity Corp., as sole bookrunner, Haywood Securities Inc. and PI Financial Corp. (collectively, the “Agents”).
The Share Offering
The Offered Shares offered under the Share Offering will be issued and sold by HempFusion without any contractual resale restrictions and with a maximum order size of US$10,000 per purchaser.
The Unit Offering
The Units offered under the Unit Offering will each consist of one common share (a “Unit Share”) and one-half of one common share purchase warrant of HempFusion (each whole common share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of five years following the closing of the Offering at an exercise price to be determined in the context of the market, subject to adjustment in certain events. The Unit Shares will be subject to a contractual hold period and may not be traded until the date that is four months after the date the issued and outstanding common shares of the Company (the “Common Shares”) commence trading (the “Listing Date”) on the Toronto Stock Exchange (the “TSX”). The Warrant Shares will be subject to a contractual hold period and may not be traded until the date that is 18 months after the Listing Date. The Warrants will not be subject to a contractual hold period and there is no limit to the order size under the Unit Offering.
HempFusion has applied to list the Common Shares (including the Offered Shares, the Unit Shares and the Warrant Shares), the Warrants and certain other securities on the TSX. Listing will be subject to the Company fulfilling all of the listing requirements and conditions of the TSX, including prescribed distribution and financial requirements.
Completion of the Offering is subject to, among other things, the receipt of customary approvals, including regulatory approvals.
The Preliminary Prospectus contains important information relating to the Offered Shares and Units and is subject to completion or amendment. Copies of the Preliminary Prospectus are available under HempFusion’s profile on SEDAR at www.sedar.com or may be obtained from any of the Agents listed above. There will not be any sale or any acceptance of an offer to buy the Offered Shares or Units until a receipt for the final prospectus in respect of the Offering has been issued.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Offered Shares, the Units, the Unit Shares and the Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the Offered Shares or Units may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of HempFusion in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On Behalf of the Board of Directors,
HempFusion Wellness Inc.
Jason Mitchell
Chief Executive Officer and Director
ABOUT HEMPFUSION
HempFusion is a leading health and wellness CBD company utilizing the power of whole-food hemp nutrition. HempFusion distributes its family of brands, including HempFusion, Probulin Probiotics, Biome Research, and HF Labs, to approximately 4,000 retailers across all 50 states of the United States and select international locations. Built on a foundation of regulatory compliance and human safety, HempFusion’s diverse product portfolio comprises 46 SKUs including tinctures, proprietary FDA Drug Listed Over The Counter (OTC) Topicals, Doctor/Practitioner Lines and more. With a strong focus on research and development, HempFusion has an additional 30 products under development. HempFusion is a board member of the US Hemp Roundtable and HempFusion’s wholly-owned subsidiary, Probulin Probiotics, is one of the fastest-growing probiotics companies in the United States according to SPINs reported data. HempFusion’s CBD products are based on a proprietary Whole Food Hemp Complex™ and are available in-store or by visiting HempFusion online at www.hempfusion.com or www.probulin.com.
FOR FURTHER INFORMATION CONTACT:
Investor Relations
Email: ir@hempfusion.com
Phone: 416-803-5638
Web: https://www.hempfusion.com/upcoming-ipo
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements”) that relate to HempFusion’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements pertaining to HempFusion’s proposed TSX listing, the size of the Offering, completion of the Offering, the anticipated Offering Price, the use of the net proceeds of the Offering and the Company’s plans, focus and objectives.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond HempFusion’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, failure to complete the Offering, the impact and progression of the COVID-19 pandemic and other factors set forth under “Forward-Looking Statements” and “Risk Factors” in the Preliminary Prospectus. HempFusion undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for HempFusion to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
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Figure 1 – Cryo-Ethanol Extraction System Installed in Adastra
The Evolved team provided equipment and installation services along with support from the Yellowstone Falling Film Evaporator OEM. The combination of the EV-MASS cryo-ethanol system with the high-volume ethanol recovery unit from Yellowstone substantially reduces the time to produce large volumes of cannabis oil ready for molecular distillation into high potency THC distillate.
Commissioning and training services for the EV-MASS cryo-ethanol system has commenced with full operational capability planned in the coming weeks to ensure the EV-MASS system meets performance requirements. The cryo-ethanol extraction system is capable of processing 650 KG of cannabis or hemp biomass per day, producing winterized (de-waxed) cannabis or hemp oil.
The EV-MASS integrated solution provides an optimized process flow that is expected to reduce the costs of production. The modular design permits Adastra to easily scale up capacity with simplified installation in the event of increased market demand. Further, the cryo-ethanol system frees up Adastra’s CO2 extraction line for other types of concentrate products and will reduce the time required to produce cannabis oil as it comes online.
“This has been an innovative installation at Adastra, we were able to integrate new technologies to maximize the facilities potential. We are eager to demonstrate the performance of this customized EV-MASS integrated solution. With the benefit of being only a few minutes from Adastra, the Evolved Team is able to provide ongoing support to ensure Adastra achieves the production and efficiency its business operations require.” Adam Temple, CEO, Evolved Extraction Solutions.
About Adastra Labs Holdings Ltd.
Adastra Labs Holdings Ltd. is a Langley, BC-based cannabis company with a co-located Health Canada Licensed Standard Processing Facility and Analytical Testing Laboratory. Adastra can produce cannabis extract through supercritical CO2 extraction and secondary distillation as well as conduct in-process quality testing. Such extracts can easily be incorporated into edibles, beverages, topicals, tinctures, vape cartridges and other products that will serve the Canadian medical and adult-use cannabis markets.
www.adastralabs.ca
About Evolved Extraction Solutions
Evolved Extraction Solutions manufactures and distributes industry leading modular cannabis processing equipment. We integrate the EV-MASS ethanol extraction modules into a single, customized end-to-end processing system designed to fit with our client’s specific objectives and facility layout. Our flagship EV-MASS solution design allows for versatile configuration and simplifies the installation at our client’s facilities. By being the single touchpoint for our clients, we obtain a wholistic view on the client’s entire process and business objectives. This heightens our ability to support them throughout their unique journey in founding, operating and scaling their business. We stock hundreds of products needed to operate a commercial cannabis processing facility, streamlining the procurement all of the supplies with one trusted source. This high touch model helps us understand our client’s needs so we can optimize their operations and scale up their throughput quickly when they need more capacity. This is all backed by our industry leading “Evolved Performance Promise” meaning our job is not complete until our client has met their objectives. Evolved now serves small, medium and enterprise clients across Canada and the United States.
For more information about Evolved Extraction Solutions, please visit our website,
www.evolvedextraction.com
Andrew Hale
Chief Executive Officer
Adastra Labs Holdings Ltd.
Phone: (778) 715-5011
Email: andy@adastralabs.ca
Stephen Brohman
Chief Financial Officer
Adastra Labs Holdings Ltd.
Phone: (778) 715-5011
Email: steve@adastralabs.ca
Address: 5451 275th Street, Langley, BC V4W 3X8
Telephone: 778-715-5011
Fax: 844-874-9893
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law including statements relating to repurposing production lines, expansion of services, capabilities of extraction equipment, increasing production capacities, expected growth of the business, expected product quality and margins, capabilities to provide white label products. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE and Health Canada, economic, business, competitive, political and social uncertainties, failure to install and correctly utilize equipment, failure to effectively evaluate the equipment’s capabilities and efficiencies, unexpected contamination of products, saturation of the market for the Company’s current and proposed future product offerings, termination of expected supply agreements and loss of key personnel. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for the Company as described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com.
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ABOUT CWE
CWE European Holdings Inc. (“CWE”), is a Canadian holding company with wholly-owned subsidiaries that operate a seed to sale HEMP business in Germany in compliance with applicable laws.
CWE is seeking to become one of the largest HEMP offline and online retailers, building a controlled access to Central European customers by opening retail locations in Germany. Currently CWE owns and operates nine stores in the State of Bavaria in Germany through three German subsidiaries.
The stores are operated under the brand name “HANF” in Germany.
CWE is selling an organic, health conscious lifestyle based on Hemp products, some containing CBD.
CWE has developed a private label Hemp derived CBD brand which makes up 70% of offline sales.
CWE sales for the year ended December 31, 2019 were CAD$2.5M with an EBITDA of CAD$260K (Audited German GAAP).
ADDITIONAL TERMS
A comprehensive news release with further particulars relating to the Proposed Transaction, financial particulars, transaction structure, descriptions of the proposed management and directors of the resulting issuer, terms of any concurrent financing and sponsorship, if applicable will follow in accordance with the policies of the Exchange.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, filing statement or prospectus in lieu thereof to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, (as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including statements about the Corporation’s future plans and intentions and completion of the Proposed Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Risks and uncertainties include, but are not limited to, the risk that the Proposed Transaction may not constitute the Corporation’s qualifying transaction pursuant to the policies of the Exchange and the risk that the Corporation may not comply with all necessary regulatory and other approvals and certain other terms and conditions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
About Cann-Is Capital Corp.
The Corporation is a Capital Pool Company (“CPC”). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, as defined in the final prospectus, until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.
For More Information
For more information please contact:
Jonathan Graff, Chief Executive Officer
Telephone: (416) 862-3558
Email: jonathan@graffcapital.com
