Vancouver, B.C., February 9, 2017 – Valens GroWorks Corp. (CSE:VGW) is pleased to announce entering into two letters of intent (each, an “LOI”) in pursuit of its farm to pharma objectives.

Each LOI outlines the general terms and conditions of a proposed arms-length transaction pursuant to which the Company completes a corporate acquisition, the highlights of which are presented below, subject to entering into a definitive Share Exchange Agreement (“SEA”) between the parties.


The proposed transactions (the “Acquisitions”) complement the Company’s anticipated receipt of a Controlled Drugs and Substances Dealer’s Licence following last month’s final inspection by the Regional Inspectorate of the Office of Controlled Substances of Health Canada, and accelerates the Company’s path to achieve sustainable cash flow.

The Acquisitions are expected to close concurrently with a minimum $5,000,000 funding, the terms and conditions of which will be finalized in due course.

The Acquisitions are subject to regulatory approval and standard closing conditions, including the approval of the SEAs by the directors of the respective parties and completion of due diligence investigations to the satisfaction of each of the parties, as well as the conditions highlighted below.

In conjunction with the Acquisitions, the Company is pleased to announce the appointment of Dr. Rob O’Brien as President and Chief Science Officer (CSO) of Valens Agritech Ltd., the Company’s wholly-owned subsidiary (further described below). Dr. O’Brien holds a PhD from Carleton University where he conducted research at the Chemical Metrology group of the National Research Council. He was a professor in Analytical Chemistry for more than 13 years, developing numerous graduate and undergraduate courses in Advanced Analytical Instrumentation techniques and Forensic Chemistry. Dr. O’Brien is an expert in analytical instrumentation and has set up a number of advanced analytical laboratories. Dr. O’Brien was also the founder of Supra Research and Development, the first spin off company from the UBC Okanagan campus, created to commercialize innovative biomass extraction technology. Over his career, Dr. O’Brien has secured well over $3 million dollars in research grants and has an extensive network of research collaborators.

Trading in the common shares of the Company have been halted at the Company’s request to allow market review of the disclosure herein, and is expected to resume upon regulatory clearance.

Acquisition Highlights:

Acquisition of 80% of Island Green Cure Ltd. (“IGC”)

  • IGC is a final stage applicant under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) to become a Licensed Producer of Marijuana for Medical Purposes (an “LP”) with a production facility located in Chemainus, British Columbia (the “Site”);
  • IGC is scheduled for Health Canada’s pre-licensing inspection in the spring of 2017;
  • IGC proposed activities under application include production of marijuana, research and development activities, sale or provision, storage, and shipping;
  • Current IGC shareholders (“IGC Venders”) will be issued up to 2 million Company shares at a deemed value of $1.25 per share, subject to escrow, vesting and pooling agreements, for a minimum 80% controlling interest in IGC;
  • IGC Vendors have the option to receive up to $875,000 in cash in lieu of up to 700,000 of such shares, pro rata, at a deemed value of $1.25 per share;
  • Under the terms of the LOI, the Company will fund 100% of the remaining costs and related expenses to complete the pre-inspection readiness of the Site such that IGC becomes an LP, as well as provide financial and operational support for the start up of commercial operations until the first harvest;
  • IGC Vendors may nominate one director to the Company board;
  • IGC’s Master Grower will be engaged for a three-year contract, subject to Company oversight;
  • Company is granted a right of first refusal over the IGC Vendors’ retained 20% minority interest.

Acquisition of 100% of Supra THC Services Inc. (“SUPRA”)

  • SUPRA is a Kelowna, British Columbia-based Health Canada licensed cannabis testing lab with equipment and an established scientific team supporting its operations;
  • SUPRA holds a dealer’s license from Health Canada for the possession of cannabis and related active ingredients as well as the production of extracts for the purpose of analysis;
  • SUPRA’s vision includes leading edge scientific research and development of products and services related to the medical cannabis industry, and supplying a superior line of products while creating a standard of excellence;
  • SUPRA will establish toll processing for LPs using a variety of processes including a proprietary process that generates oil that is 100% Cannabis without the addition of any solvents;
  • Dr. Rob O’Brien, principal shareholder of SUPRA, will be engaged as the President and Chief Scientific Officer of Valens Agritech Ltd. in addition to his role with SUPRA;
  • SUPRA scientific team has extensive in-house expertise relating to chemical analysis, chemometrics, and analytical instrumentation, especially mass spectrometry-based approaches;
  • Existing SUPRA shareholders (“SUPRA Vendors”) will be issued 3 million Company shares at a deemed value of $1.25 per share, subject to escrow and pooling agreements, for 100% of SUPRA;
  • SUPRA scientific team has co-developed innovative new approaches to extraction of biomass and new approaches to chemical characterization of cannabis;
  • SUPRA brings experience securing research grants from a variety of government sources, including NSERC, MITACS and SR&ED
  • Under the terms of the LOI, the Company will provide initial funding for corporate expansion purposes to SUPRA for a minimum $750,000;
  • SUPRA Vendors may nominate one director to the Company’s board;

Proceeds of a proposed minimum $5,000,000 funding are expected to be allocated as follows:

Valens Agritech Ltd.

– CO2 extraction machine (45L) $ 350,000

– LP application expansion $ 500,000

– Operating capital $ 500,000

$ 1,350,000

• Island Green Cure Ltd.

– Buildout, security & equipment $ 1,500,000

– Operating capital & starter material $ 120,000

$ 1,720,000

• Supra THC Services Inc.

– Analytical testing equipment $ 340,000

– Expansion & operating capital $ 750,000

$1,090,000

• Valens GroWorks Corp.

– Reserve and operating capital $ 840,000

TOTALS $5,000,000

There can be no assurance that the Acquisitions or the proposed financing will be completed as proposed or at all. Further details about the Acquisitions, the proposed financing, and the combined entity will be provided in a comprehensive press release when the parties enter into a SEA.

The Canadian Securities Exchange has in no way passed upon the merits of the Acquisitions and has neither approved nor disapproved the contents of this press release.

Read the full company profile.

About Valens GroWorks Corp.

Valens GroWorks Corp is a Canadian Securities Exchange listed company. Its wholly owned subsidiary, Valens Agritech Ltd. (“VAL”), is a post-inspection applicant awaiting the granting of a Controlled Drugs and Substances Dealer’s Licence for the cultivation and processing of marijuana (such as creating extracts or derivatives) for the purpose of research, for processing manufacturing derivatives, and for transporting product to other locations (including related packaging, possession, sale, delivery and research activities).

VAL is based in the Okanagan Valley of British Columbia, focused on cannabis cultivation and research, with assets and improvements that include a state-of-the-art 17,000 square foot R&D facility. Post-licensing, VAL anticipates participation in clinical trial programs researching the efficacy of medical cannabis for certain indications, and seeks to capture a broad spectrum of medical marijuana users, as well as recreational users once legalized, in pursuit of its ambitious farm to pharma objectives.

On behalf of the Board of Directors,

VALENS GROWORKS CORP.

(signed) “Robert van Santen” Chief Executive Officer

For further information, please contact:

Greg Patchell Telephone: +1.250.860.8634

Notice regarding Forward Looking Statements

This news release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include statements regarding the use of proceeds from a proposed funding. Information pertaining to SUPRA was prepared and provided by SUPRA for inclusion in this press release. Information pertaining to IGC was prepared and provided by IGC for inclusion in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability to obtain any necessary financing; the economy generally; competition; regulation and anticipated and unanticipated costs and delays. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation. Neither the Canadian Securities Exchange nor its Regulation Services Provider (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.

Connect with Valens GroWorks Corp. (CSE:VGW) to receive an Investor Presentation.

Donation will benefit veteran-focused organizations and nonprofits, including all TruVet Program partners

Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a United States -based leading medical cannabis company, announced today a donation for all TruVet Program partners year-to-date in honor of Veterans Day. A total of $15,000 representing a portion of the November proceeds from the Company’s limited-edition Freedom Pre-Roll product, will be shared among program partners, which are veteran-focused organizations andor nonprofits.

Keep reading... Show less

Bronstein, Gewirtz & Grossman, LLC notifies investors that a class action lawsuit has been filed against Aurora Cannibas, Inc. (“Aurora” or the “Company”) (NYSE:ACB) and certain of its officers, on behalf of shareholders who purchased or otherwise acquired Aurora securities between February 13, 2020, and September 4, 2020, inclusive (the “Class Period”). Such investors are encouraged to join this case by visiting the firm’s site: www.bgandg.comacb

This class action seeks to recover damages against Defendants for alleged violations of the federal securities laws under the Securities Exchange Act of 1934.

Keep reading... Show less

Bronstein, Gewirtz & Grossman, LLC notifies investors that a class action lawsuit has been filed against Aurora Cannibas, Inc. (“Aurora” or the “Company”) (NYSE:ACB) and certain of its officers, on behalf of shareholders who purchased or otherwise acquired Aurora securities between February 13, 2020, and September 4, 2020, inclusive (the “Class Period”). Such investors are encouraged to join this case by visiting the firm’s site: www.bgandg.comacb

This class action seeks to recover damages against Defendants for alleged violations of the federal securities laws under the Securities Exchange Act of 1934.

Keep reading... Show less

Hill Street Beverage Company Inc. (TSXV: BEER) (“Hill Street” or the “Company”) reported its first quarter results for period ended Sept 30, 2020. A complete set of financial statements and Management’s Discussion & Analysis has been filed at www.sedar.com. All dollar figures are quoted in Canadian dollars.

FY21 First Quarter Financial Highlights

Keep reading... Show less

Signed LOI for CAD$23 million sale to Ionic provides shareholder value

Lobe Sciences Ltd. (CSE: LOBE) (OTC Pink: GTSIF) (“Lobe” or the “Company”) is pleased to announce that it has received and signed a non-binding letter of intent dated November 30, 2020 with IONIC Brands Corp. (“Ionic”) for the proposed sale to Ionic of certain assets held by Lobe related to Cowlitz County Cannabis Cultivation Inc. (“Cowlitz”) (the “Transaction”). Cowlitz is one of the top five licensed cannabis producersprocessors located in Washington State.

The assets being sold to Ionic may include, but are not limited to, the assignment of all property leases relating exclusively to Cowlitz’s business, the assignment of Lobe’s option agreement to acquire all of the outstanding shares of Cowlitz, and the assignment of other contracts and rights related exclusively to Cowlitz including service contracts and equipment leases (the “Assets“).

The Transaction is subject to several closing conditions, including but not limited to: (i) satisfactory due diligence by both Ionic and Lobe; (ii) completion of a definitive agreement with binding terms and conditions for the Transaction, including finalization of the specific Assets that will be sold and certain Cowlitz assets that may be retained by Lobe; (iii) all respective directors and officers of Lobe and Ionic entering into support agreements for the Transaction; (iv) approval by the boards of directors of both Lobe and Ionic; (v) the completion of a share consolidation by Ionic on a minimum of one new Ionic common share for every four and a half (4.5) old Ionic common shares (the “Ionic Consolidation“); (vi) the conversion of all Ionic debentures (with principal amount of approximately CAD$14.7 million) into a secured equity or a similar instrument (“Debt Conversion“); (vii) completion of a concurrent financing by Ionic for gross proceeds of at least US$2 million (the “Ionic Concurrent Financing“); (viii) Ionic having all cease trade orders issued against it lifted(2); (ix) Ionic applying to the CSE for requalification and qualifying for listing and resumption of trading(2); and (x) the receipt of all required shareholder and regulatory approvals, including the approval of the CSE. Following the closing of the Transaction, Ionic’s board of directors is expected to be comprised of five (5) members and Lobe will have the right to appoint two (2) directors to the Ionic board.

The sale price for the Assets shall be a minimum of CAD$23 million, payable through the issuance of Ionic post-consolidation common shares (being approximately 49% of Ionic’s estimated $47 million capitalization post-restructuring (after giving effect to the Ionic Consolidation and Debt Conversion)), prior to giving effect to the Ionic Concurrent Financing. Following the closing of the Transaction, it is expected that the Lobe will own approximately 49% of Ionic’s common shares, on a post-consolidation and pre-Ionic Concurrent Financing basis. Ionic is expected to have a minimum total capitalization valuation of CAD$47 million, pre-Ionic Concurrent Financing.

As previously announced, Lobe has been pursuing strategic alternatives for Cowlitz, aimed at maximizing its value to the Company. Cowlitz reported over US$14.6 million in gross sales revenues for the nine month period ended September 30, 2020, according to data provided on reports to the Washington State Department of Revenues(1). Lobe generates revenues through licensing and leasing agreements in place with Cowlitz.

Ionic is listed on the Canadian Securities Exchange(2) (the “CSE“) (CSE: IONC) and is a growing US-based cannabis company that focuses on premium cannabis products with current operations in Washington and Oregon. Ionic has completed a number of strategic synergistic acquisitions since 2019 aimed at growing revenues as a multi-state operator, and increasing their overall product lines and intellectual property portfolio. Ionic’s strategy has been focused on building a regionalized multistate operation of cannabis brands in the Pacific Northwest markets with an eye to expansion into other recreational markets and aggressive national expansion.

John Gorst, CEO of Ionic said, “We are excited about this opportunity to expand our presence in Washington State. Cowlitz has tremendous brand presence and following in Washington State, which we feel is a natural fit, complementing our existing operations. The combination will make us one of the largest premier cannabis companies in the Pacific Northwest markets. The acquisition of the Cowlitz Assets will represent a complimentary synergistic acquisition that achieves our goal of operational expansion and growth of our product portfolio.”

“The proposed transaction with Ionic is accretive to both parties, successfully meets our M&A initiatives and keeps Lobe active in the cannabis and overall transformation psychedelic medicine space,” states Tom Baird, CEO of Lobe. “The Transaction provides Lobe with significant ownership and board presence in Ionic. With its already significant operations in Washington State and Oregon, we feel Ionic’s proposed product expansion initiatives together with the addition of the Cowlitz Assets can lead to aggressive growth.”

About Ionic Brands Corp.

Ionic is dedicated to building a regionally based multi-state consumer-focused cannabis concentrate brand portfolio with strong roots in the premium and luxury segments of vape concentrates and edibles. The cornerstone brand of the portfolio, IONIC, is the #3 vaporizer brand in Washington State and has aggressively expanded throughout the Pacific Northwest of the United States. The brand is currently operating in Washington and Oregon. Ionic’s strategy is to be the leader of the highest-value segments of the cannabis market.

About Lobe Sciences Ltd.

Lobe is a growth-oriented research, technology & services company that provides financial, management, IP and branding support to businesses. The Company operates a portfolio of companies focused on developing transformational medicines and applies refined strategies to help partner companies reach their full potential. Based in Vancouver, BC, Lobe Sciences creates value through acquisitions and development of assets, products and technologies by leveraging its scientific, engineering, branding and operational expertise supported by strong capital markets acumen.

For further information please contact:

Lobe Sciences Ltd.
Thomas Baird, CEO
info@lobesciences.com
Tel: (949) 505-5623

THE CSE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

Disclaimer for Forward Looking Statements

This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact included in this release, including statements regarding the future plans and objectives of the Company, the Company’s expectations surrounding its development of treatments and/or therapeutics for mTBI and PTSD, the proposed Transaction and terms with Ionic and estimated capitalization of Ionic and share value to Lobe, Ionic having its cease trader orders lifted and resumption for trading on the CSE, future sales and expected revenues of Cowlitz and enhancing its value to the Company, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are risks detailed from time to time in the filings made by the Company with securities regulations. Readers are cautioned that assumptions used in the preparation of the forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including changes to the regulatory environment; and that the current Board and management may not be able to attain the Company’s corporate goals and objectives. As a result, the Company cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made only as of the date of this news release and the Company does not intend to update any of the included forward-looking statements except as expressly required by applicable Canadian securities laws.

Keep reading... Show less