Highmark Executes Definitive Agreement to Acquire BCBUD
VANCOUVER, BRITISH COLUMBIA, Aug 06, 2014 (Marketwired via COMTEX) — Highmark Marketing Inc. (cse:HMK) (“Highmark”) is pleased to announce that it has entered into a share exchange agreement (the “Agreement”) with BCBUD Producers Inc. (the “BCBUD”) to acquire 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of its authorized share capital from the shareholder of BCBUD, Blue Moon Advertising Inc. (“Blue Moon”). Highmark is also pleased to announce that it has entered into a consulting agreement with the President of BCBUD, Bill Marshall.
BCBUD has prepared an application to become a licensed producer of marijuana and has informed Highmark that it is ready to file its first application under the Marihuana for Medical Purposes Regulations (the “MMPR”).
The Agreement contemplates that 2,500,000 common shares will be issued by Highmark to Blue Moon for the acquisition of BCBUD but that shares will be held in escrow and will be released upon the occurrence of the following events:
----------------------------------------------------------------------- ----- Release Date Number of Shares Released ---------------------------------------------------------------------------- On receipt of a letter from Health Canada 250,000 common shares confirming a submission number of the BCBUD's application to become a licensed producer under the MMPR ---------------------------------------------------------------------------- On receipt of a Ready to Build letter from 250,000 common shares Health Canada confirming that BCBUD has approval from Health Canada to build a facility pursuant to the MMPR ---------------------------------------------------------------------------- On receipt by BCBUD of a license to produce 2,000,000 common shares marijuana under the MMPR (the "License Shares") ----------------------------------------------------------------------------
The License Shares will also be subject to a stock restriction agreement whereby the stock will be released over a period of three years.
On August 1, 2014, Highmark entered into a Consulting Agreement with Bill Marshall, President of BCBUD, pursuant to which Highmark has agreed to pay Mr. Marshall $3,500 per month. Mr. Marshall has gained extensive experience with MMPR applications, whilst working as a consultant to prospective licensed producers. As the designated Senior Person in Charge, he will be responsible for communicating with Health Canada and assisting with all matters relating to the issuance of a license under the MMPR.
BCBUD cannot legally become a producer under the MMPR until it has been granted a license, and it is currently not known if and when BCBUD will obtain that license. The key milestones to becoming a licensed producer include filing an application, receiving a Ready to Build letter, completion of the upgrades as per the Ready to Build letter, approval from Health Canada to produce upon inspection of the facility, and finally approval to distribute the product to patients.
Highmark would also like to announce a change to its Advisory Board. Highmark’s current Consulting Agreement with Greenline Ventures Ltd. has been terminated effective September 4, 2014. From September 4, 2014, Don Schultz of Greenline Ventures Ltd. will no longer be a member of Highmark’s Advisory Committee. Highmark has made this change as part of a broader initiative to more closely align compensation to specific performance based milestones. Highmark intends to continue to work with Greenline and Don Schultz where possible on a project basis.
About Highmark
Highmark is a nutraceutical company, based in British Columbia, focused on bringing the health benefits of natural and herbal remedies to the market. Highmark intends to acquire, license, distribute, and market products in the nutraceutical industry.
Further information about Highmark is available under its profile on the SEDAR website www.sedar.com and on Highmark’s page on the CSE website.
The CSE has not reviewed, nor approved or disapproved the content of this press release.
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of Highmark. Forward-looking information is based on certain key expectations and assumptions made by the management of Highmark, including future plans for acquisitions. Although Highmark believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Highmark can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. Highmark disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Contacts: Highmark Marketing Inc. Marc Branson Chief Executive Officer 604.283.1722 info@highmarkcorp.ca
SOURCE: Highmark Marketing Inc.
- Published in Medical Marijuana
HIGHMARK ENTERS INTO A NON-BINDING LOI WITH A CORPORATION IN THE FINAL STAGES OF BECOMING A LICENSED PRODUCER OF MARIJUANA
Highmark Marketing Inc. has entered into a non-binding letter of intent with a corporation to acquire 51 per cent of its authorized share capital.
The Corporation is the final stages of their application to Health Canada to become a licensed producer of marijuana under the Marihuana for Medical Purposes Regulations (the “MMPR”). The intended facility is 16,000 square feet and the Corporation has been granted approval from Health Canada to build out the facility (“Ready to Build Letter”). After completing the construction of the facility as per the Ready to Build Letter the Corporation will schedule an inspection by Health Canada, and upon receiving approval the Corporation would then be granted a License to Produce.
Highmark and the Corporation are now negotiating the terms of the long form agreement, and pursuant to the Letter Highmark will issue 30,000 common shares to the Corporation.
The estimated cost of upgrading the facility to comply with the requirements set out in Health Canada’s Ready to Build letter is $2,000,000. The long form agreement will contain a payment schedule whereby Highmark will provide the necessary financing by way of a convertible loan which will convert, at Highmark’s option, into stock of the Corporation that will be equal to 51{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the total issued and outstanding shares of every class of the Corporation. Highmark intends to fund its commitments under the long form agreement with Corporation by way of an equity financing in the amount of $2,000,000.
The Corporation cannot legally become a producer under the MMPR until it has been granted a license, and it is not known if and when the Corporation will obtain a license. The key milestones to obtaining a license include the completion of upgrades to the facility as per the Ready to Build letter, approval from Health Canada to produce marijuana upon inspection of the facility, and finally approval to distribute the product to patients.
The Corporation has a management team well suited to the production of marijuana. One Co-Founder holds a Master Grower designation and was a producer of marijuana in the U.S.A. under a state sanctioned program, and he has more than 20 years’ experience working in the agricultural sector. Another Co-Founder has been a Health Canada designated grower of marijuana for 3 years, and another key member of the management team holds a Bachelor’s Degree in Economics and has a successful track record of managing a labour force of up to 40 employees.
The Corporation has presented Highmark a comprehensive five-year business plan in which it forecasts to reach profitability in the second year of operations after receiving Health Canada approval to become Licensed Producer. In that second year of operations, the Corporation is planning on sales of up to $472,000 per month, and obtaining $4,720,000 in annual sales, with a corresponding net income of $2,225,000.
Highmark intends on providing new information about the Corporation, and its assets when Due Dilligence permits, and will additionally update the status of the long form agreement when possible.
We seek Safe Harbor.
© 2014 Canjex Publishing Ltd. All rights reserved.
- Published in Medical Marijuana
HIGHMARK APPOINTS DMYTRO P. YEVTUSHENKO, PHD. AS SCIENTIFIC ADVISOR
Highmark Marketing Inc. has appointed Dr. Dmytro P. Yevtushenko, PhD, as scientific adviser.
Dr. Dmytro P. Yevtushenko is an accomplished scientist in the area of plant biology and biotechnology. He holds a PhD in cell biology from the Institute of Cell Biology & Genetic Engineering, and an MSc in plant physiology and biochemistry (with distinction) from Kiev State University, Ukraine. Dr. Yevtushenko’s research has focused on crop improvement and food safety using modern techniques of molecular biology, genetic engineering and plant tissue culture. In addition, he has a comprehensive knowledge and interest in metabolic bioengineering, secondary metabolite pathways, gene regulation and bioinformatics.
In Dr. Yevtushenko’s past position as director of research and development at Provitro Biosciences LLC, a plant biotechnology company in Mount Vernon, Wash., United States, he worked on the development and implementation of innovative research programs in plant cell and tissue culture. He previously worked as a research associate in the Centre for Forest Biology and senior scientist at SynGene Biotek Inc., department of biochemistry and microbiology at the University of Victoria, B.C., Canada.
Dr. Yevtushenko is the author of over 50 publications, including research articles published in peer-reviewed scientific journals. He has presented major research achievements at numerous scientific conferences, symposia and meetings. He holds two patents, which are on methods to increase plant yield.
As scientific adviser, Dr. Yevtushenko has agreed to provide Highmark with industry intelligence and updates, and to work closely with management to develop business strategies that take advantage of current and future market opportunities.
According to Health Canada, a licensed producer of marijuana must have an employee designated as a quality assurance person who is responsible for assuring the quality of dried marijuana. Highmark is not a licensed producer of marijuana, but it announced in a news release dated June 24, 2014, that it had entered into a binding letter of intent with BCBUD Producers Inc. to acquire 100 per cent of the authorized share capital of BCBUD. BCBUD has an option to lease a 27,000-square-foot building in the township of Langley, B.C. The property is zoned M-2, and when the facility is operational, it could be capable of producing up to two million grams (4,409 pounds) of medical marijuana per year, with the additional possibility of expansion adjacent to the site. BCBUD has prepared an application to become a licensed producer. It is not known if and when BCBUD will obtain the requisite licence. The key milestones to obtaining the licence include filing an application, receiving a ready-to-build notice, completion of the upgrades as per the application, approval to produce upon inspection of the facility and finally approval to distribute the product to patients. If Highmark does become a licensed producer of marijuana, Dr. Yevtushenko will assist Highmark with fulfilling its quality assurance requirements under the Marihuana for Medical Purposes Regulations (MMPR) program.
In addition, and more specifically, the scientific adviser has agreed to make his knowledge and expertise available to advising Highmark regarding research and development on marijuana and marijuana strains, as well as advising on research and development methods with the view to improving yield. Any research and development concerning marijuana may be subject to necessary governmental approval.
As consideration for services provided, Highmark will grant Dr. Yevtushenko, in accordance with the company’s stock option plan, an incentive stock option to purchase 50,000 common shares in the capital of Highmark.
Highmark looks forward to working with Dr. Yevtushenko and learning from his expertise to further Highmark’s business in the medical marijuana sector.
July 9, 2014, news release
Highmark would also like to revise the news release dated July 9, 2014, which announced the close of the first tranche of a non-brokered private placement. Finders were inadvertently described as agents. All other content of that news release remains unchanged.
We seek Safe Harbor.
© 2014 Canjex Publishing Ltd. All rights reserved.
- Published in Medical Marijuana
Active Component Of Marijuana Has Anti-cancer Effects, Study Suggests
Guillermo Velasco and colleagues, at Complutense University, Spain, have provided evidence that suggests that cannabinoids such as the main active component of marijuana (THC) have anticancer effects on human brain cancer cells.
In the study, THC was found to induce the death of various human brain cancer cell lines and primary cultured human brain cancer cells by a process known as autophagy.
Consistent with the in vitro data, administration of THC to mice with human tumors decreased tumor growth and induced the tumor cells to undergo autophagy. As analysis of tumors from two patients with recurrent glioblastoma multiforme (a highly aggressive brain tumor) receiving intracranial THC administration showed signs of autophagy, the authors suggest that cannabinoid administration may provide a new approach to targeting human cancers.
Cannabinoid action induces autophagy-mediated cell death through stimulation of ER stress in human glioma cells
Story Source:
The above story is based on materials provided by Journal of Clinical Investigation. Note: Materials may be edited for content and length.
- Published in Medical Marijuana
Highmark closes first placement tranche for $349,862
HIGHMARK MARKETING INC. CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
Highmark Marketing Inc. has completed the first tranche of a non-brokered private placement by issuing 999,607 units at a price of 35 cents per unit for gross proceeds of $349,862.45. The private placement, which was announced on June 9, has a total offering of up to 1.5 million units, which are available at a price of 35 cents per unit. Each unit consists of one common share and one full share purchase warrant. Each warrant is non-transferable and is exercisable into one common share for a period of 12 months from the date of issuance at a price of 60 cents per share. The common share and full share purchase warrant are each subject to a hold period expiring on Nov. 8, 2014.
Highmark also announces that, pursuant to the terms and conditions of a non-brokered private placement agreement entered into between Highmark and Wolverton Securities Ltd., and a referral fee agreement entered into between Highmark and Mackie Research Capital Corp., Highmark has paid an aggregate cash commission of $32,086.25 to the agents, representing 10 per cent of the gross proceeds received from subscribers introduced to Highmark by the agents. In addition, Highmark has issued an aggregate of 91,675 non-transferable warrants to the agents, representing 10 per cent of the number of units sold to subscribers introduced to Highmark by the agents. Each agent’s warrant entitles the holder to purchase one share of Highmark at an exercise price of 60 cents until July 7, 2015. The agent warrants will also be subject to a hold period ending on Nov. 8, 2014.
Net proceeds of the first tranche of the private placement will be used for working capital.
We seek Safe Harbor.
Mr. Marc Branson reports
- Published in Medical Marijuana
Highmark Enters Into a Binding Letter of Intent to Acquire BCBUD Producers Inc.
Highmark Marketing Inc. (CSE:HMK) (“Highmark”) is pleased to announce that it has entered into a binding letter of intent (the “Letter”) with BCBUD Producers Inc. (“BCBUD”) to acquire 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the authorized share capital of BCBUD (the “Acquisition”) from BCBUD’s shareholder, Blue Moon Advertising Inc. (“Blue Moon”).
BCBUD has prepared an application to become a licensed producer (“LP”) of marijuana and has informed Highmark that it is ready to file the application (the “Application”) under the Marijuana for Medical Purposes Regulations (“MMPR”). Highmark will cover BCBUD’s business costs relating to the Application up to a maximum of $100,000.
Highmark Marketing Inc. (CSE:HMK) (“Highmark”) is pleased to announce that it has entered into a binding letter of intent (the “Letter”) with BCBUD Producers Inc. (“BCBUD”) to acquire 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the authorized share capital of BCBUD (the “Acquisition”) from BCBUD’s shareholder, Blue Moon Advertising Inc. (“Blue Moon”).
BCBUD has prepared an application to become a licensed producer (“LP”) of marijuana and has informed Highmark that it is ready to file the application (the “Application”) under the Marijuana for Medical Purposes Regulations (“MMPR”). Highmark will cover BCBUD’s business costs relating to the Application up to a maximum of $100,000.
BCBUD has an option to lease a 27,000 square foot building in the Township of Langley, British Columbia. The property is zoned M-2, and when the facility is operational it could be capable of producing up to 2,000,000 grams (4409 pounds) of medical marijuana per year with the additional possibility of expansion adjacent to the site.
BCBUD cannot legally become a producer under the MMPR Act until it has been granted a license, and it is currently not known if and when BCBUD will obtain that license. The key milestones to obtaining a LP license include filing an application, receiving a “Ready to Build” notice, completion of the upgrades as per the application, approval to produce upon inspection of the facility, and finally approval to distribute the product to patients. Bill Marshall, President of BCBUD, has gained extensive experience with MMPR applications while working with one of the most prolific consultants to prospective licensed producers. As the Senior Person in Charge he will be responsible for advancing the application in a timely fashion, and will have the support of the Highmark team during this process. Highmark has agreed to issue 250,000 Common Shares of Highmark to Blue Moon at the time the Application has been filed by BCBUD with Health Canada.
Once the “Ready-to-Build” notice has been received from Health Canada, Highmark will have 3 months to complete the Acquisition by issuing 2,250,000 Common Shares of Highmark to Blue Moon (the “Acquisition Shares”). If Highmark completes the Acquisition, it has committed to funding another $1,500,000 for upgrading the security, electrical, plumbing, ventilation and other improvements as per the application. At the point of receiving the “Ready to Build” notice Highmark intends to seek an equity financing in the amount of $1,500,000 to meet its obligations. In the event that a license to produce marijuana is not received within 18 months, the Acquisition Shares may be subject to cancelation.
About Highmark
Highmark is a nutraceutical company, based in British Columbia, focused on bringing the health benefits of natural and herbal remedies to the market. Highmark intends to acquire, license, distribute, and market products in the nutraceutical industry.
Further information about Highmark is available under its profile on the SEDAR websitewww.sedar.com and on Highmark’s page on the CSE website.
The CSE has not reviewed, nor approved or disapproved the content of this press release.
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of Highmark. Forward-looking information is based on certain key expectations and assumptions made by the management of Highmark, including future plans for acquisitions. Although Highmark believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Highmark can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. Highmark disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable securities laws or any state of the United States and may not be offered or sold in the United States or to the account or benefit of a person in the United States absent an exemption from the registration requirements.
Highmark Marketing Inc.
Marc Branson
Chief Executive Officer
604.283.1722
info@highmarkcorp.ca
- Published in Medical Marijuana