Canbud Provides Updates on Progress on Psychedelics Operations
Canbud Distribution Corp. (CSE: CBDX) (FSE: CD0) (the “Corporation” or “Canbud”) Management would like to provide the following update on the developments in the Jamaican operations.
On December 7, 2020, Canbud announced that it had entered into a definitive agreement dated December 4, 2020 to acquire 100% of the issued and outstanding securities of 2688453 Ontario Ltd. in exchange for 7,600,000 common shares at a deemed price per share equal to 19.5 cents.
In furtherance of the agreement, the Company issued 1,520,000 shares (representing 20% of the consideration shares) on January 5, 2021. The agreement contemplated material capital investment (in excess of US$3.5 million) by the Company, over the course of a three-year period, to build and operate a commercial production supported by local staff and establish a retreat facility.
During the subsequent period, the company completed the manufacturing and installation of the initial production facility in Jamaica at a cost of US$49,000 and entered into an MOU with the College of Agriculture, Science and Education (“CASE”) to focus on the research and development of healing practices facilitated by psilocybin producing mushrooms.
Following a review process undertaken by management and approved by the Board, the Company has determined that the current and anticipated commercial state of the psychedelics market over the 18 to 24 month period will continue to remain sluggish and anticipated economic benefits of Canbud’s commercialization plan are not-conducive to continued financial commitment for the project at this time other than the research and development project which requires a financial commitment of up to CA$10,000 over the next 12-month period. As a result, Canbud and 2688453 Ontario Ltd. have agreed to a mutual termination of the ‘agreement’ entered into on December 4, 2020, whereby the Company has agreed to issue 3,040,000 common shares to cancel the agreement (at a deemed price per share equal to $0.05 or a total price of CA$152,000). The shares to be issued as part of the termination agreement will remain in escrow and released in 3 different tranches during 2022.
Canbud continues to monitor the potential opportunities in the psychedelics market, in keeping with its continued commitment to research and development at this time. The facility is currently on the site assigned by CASE, with management of the facility under the research in-charge at CASE. The Company expects a more focused and cautionary approach from a capital allocation perspective, which will enable the Company to support the high growth areas of the business
About Canbud Distribution Corp.
Canbud is a science and technology health and wellness company carrying on business in the plant based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and hemp cannabinoid (CBD) vertical markets.
www.mscience.ca
www.canbudcorp.com
https://www.instagram.com/canbudcorp/?hl=en
https://twitter.com/canbudcorp
Notice Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward-looking statements. Forward-looking statements in this news release include, but are not limited to the Corporation’s business and the industry and markets in which it operates. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions about the operations, financial condition, and future performance of the Corporation. Although the Corporation considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Although the Corporation’s management believes that the expectations reflected in forward-looking statements are reasonable, the Corporation can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Corporation disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
For further information please contact:
Robert Tjandra, COO,
(416) 847-7312
Email: ir@canbudcorp.com
- Published in Canbud Distribution, News Home
Canbud Enters into Memorandum of Understanding for Psilocybin Producing Mushroom Research and Development
Canbud Distribution Corp. (CSE: CBDX) (FSE: CD0) (the “Corporation” or “Canbud“) is pleased to announce that on September 3,2021 it has entered into a memorandum of understanding (the “MOU“) with the College of Agriculture, Science and Education (“CASE“), establishing a business and research and development (“R&D“) relationship between the parties. CASE is a tertiary educational institution located in Port Antonio, Jamaica, with a tripartite mandate of teaching, research, and outreach.
Under the terms of the MOU, Canbud and CASE formed a commercial relationship focused on the research and development of healing practices facilitated by psilocybin producing mushrooms, and the manufacture of consumer products from psilocybin mushrooms for health benefits. The MOU includes, among other things, provisions to reflect the following key agreements and understandings between the parties:
- The term of the MOU commenced on September 3, 2021 and ends on August 22, 2022.
- During the term Canbud will lease its existing mobile commercial facility to CASE at no cost for use in an R&D capacity and for commercial production, based on terms to be agreed separately.
- Canbud will provide to CASE up to $10,000 of funding for a mutually approved R&D program intended to evaluate the potential uses of psilocybin and other psychedelic properties within mushrooms. Any results of these research will be made available to Canbud for its exclusive use.
- If and when CASE commences commercial production, the parties intend to negotiate and enter into a separate agreement, which would provide, among other things, that Canbud would have right of first refusal to acquire any commercial production, and at least 50% of commercial production would be purchased by Canbud on agreed terms. CASE would have the ability to sell any production not purchased by Canbud, with economics to be shared by CASE and Canbud on terms to be agreed by the parties.
- The respective ownership rights to any intellectual property are to be agreed by the parties prior to any commercialization or monetization of these rights.
- CASE would seek to acquire all the necessary research licenses to facilitate the exportation of mushrooms to both Canada and the United States of America once commercial production plans are finalized, subject to applicable laws.
- CASE will manage and operate the research laboratory.
Steve Singh, CEO of Canbud, notes “We are extremely pleased to enter into research partnership with CASE that is intended to help enable Canbud to undertake a scientific approach to understanding the medicinal properties of specific mushrooms and potentially replicate the cultivation of those spores on a commercial scale in the future.”
About Canbud Distribution Corp.
Canbud is a science and technology health and wellness company carrying on business in the plant based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and hemp cannabinoid (CBD) vertical markets.
- Published in Canbud Distribution, News Home
Canbud To Enter U.S. Analytical Testing Services Market – Signs LOI To Acquire Steep Hill Inc.
Canbud Distribution Corp. (CSE: CBDX) (FSE: CD0) (the “Corporation” or “Canbud“) is pleased to announce that, on August 7, 2021, it entered into a non-binding Letter of Intent (the “Letter of Intent“) with Steep Hill Inc.(“SH“) in respect of a proposed transaction (the “Proposed Transaction“), whereby the Corporation would acquire all of the issued and outstanding common shares of SH.
SH, the first commercial cannabis laboratory founded in 2008, is one of the premier privately-held analytical testing services companies in United States. SH’s primary business is the licensing of its brand, trademark, licensed lab testing procedures and software to its licensees conducting analytical testing of cannabis and hemp products under the name “Steep Hill”. The company’s flagship laboratory is based in Berkeley, California. SH has license agreements in 12 territories the United States. and Mexico, whereby the company provides its analytical testing expertise.
The Proposed Transaction is expected to allow Canbud to build on its recently concluded acquisition of Canadian lab testing company Molecular Science Corp. (“MSC“), as Canbud expands its presence to the United States in a critical area within the cannabis sector and the emerging psychedelics sector.
The Proposed Transaction
The Proposed Transaction is expected to be structured as by way of a statutory merger, share purchase or other similar form of transaction and the holders of common shares of SH immediately prior to the acquisition would receive an aggregate of 82,000,000 common shares of the Corporation in exchange for their common shares of SH. Upon closing of the Proposed Transaction, the Corporation may also issue up to 2,870,000 common shares of the Corporation as a finder’s fee (the “Finder’s Fee Shares“). The Proposed Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the Canadian Securities Exchange (“CSE“), and certain other conditions as described below.
Upon closing of the Proposed Transaction, the outstanding capitalization of the Corporation is expected to consist of approximately 238,061,493 common shares and, options and warrants to purchase 14,526,000 and 49,630,491 common shares of the Corporation, respectively, excluding any Finder’s Fee Shares issued. Current SH shareholders are expected to own approximately 34% of the Corporation’s common shares on a non-diluted basis, and 27.1% on a fully-diluted basis, before giving effect to the issuance of any Finder’s Fee Shares. Prior to closing, all outstanding debt of SH will be converted into equity.
The Corporation and SH agreed to negotiate in good faith the terms of a definitive agreement, to be finalized and approved by September 15, 2021, with respect to the Proposed Transaction following the date of the Letter of Intent. As per agreed terms, following execution of the Letter of Intent, the Corporation has made available to SH a loan (the “Loan“) of US$250,000, to be used by SH for working capital purposes. In the event that the definitive agreement is terminated (other than as a result of any breach of its terms by the Corporation), then the principal amount advanced under the Loan would become due and payable within 90 days.
The common shares of the Corporation issued in exchange for SH common shares would be subject to resale restrictions, such that the holders would be permitted to trade 25% of such shares only after three months from closing and a further 25% of such shares after each successive three-month period thereafter until the date that is 15 months from the closing date.
Completion of the Proposed Transaction would be subject to a number of conditions, including, without limitation, the following:
- receipt of the required approval for the Proposed Transaction from the shareholders of SH by September 15, 2021;
- receipt of all regulatory approvals (including applicable CSE approvals for the listing of the common shares of the Corporation issuable to the security holders of SH);
- confirmation that there having been no acquisitions or disposals (other than in the ordinary course of business), no debt or equity capital raisings (excepting for the Corporation), no new material contracts (excepting for the Corporation) or related party transactions and no loss of any material license;
- no material adverse change affecting SH or the Corporation; and
- such other conditions as the parties decide are reasonable in the context of the Proposed Transaction.
The Proposed Transaction would be an arms-length transaction for the Corporation and would not constitute a fundamental change or result in a change of control of the Corporation, within the meaning of the policies of the CSE.
Steve Singh, CEO, Canbud, notes: “We are extremely pleased to announce the Letter of Intent to acquire Steep Hill, a leading U.S. analytical services company. This builds upon the July 2021 acquisition of Molecular Science Corp. (“MSC“) and, combined with the recently received Dealer’s License from Health Canada by MSC, provides the Canbud platform with a strong footing to become a key cross-border service provider in the cannabis and emerging psychedelics sectors. Entry into the United States was one of the key growth strategies identified by management, and the proposed SH acquisition would represent the execution on this goal. The Proposed Transaction expands the Corporation’s geographic footprint into the United States ahead of expected federal deregulation, and creates a premier, mission-critical ancillary services provider to Canadian licensed producers and U.S. Multi -State Operators (“MSOs”).”
Nigel Stobart, CEO, Steep Hill Inc. stated: “We are excited to be partnering with Canbud to help accelerate Steep Hill’s geographic expansion into new markets, serve its existing and future licensees with stronger resources, and continue its pursuit to be the global leader in plant-based science. As part of Canbud, we believe that the growth trajectory of Steep Hill will only be accelerated. We currently serve 12 territories in the U.S. and Mexico, and we look forward to expanding that footprint dramatically upon completion of the Proposed Transaction. In addition, our ability to serve our current licensees will be significantly enhanced with addition of the scientific expertise of MSC. Canbud recognizes the value of the Steep Hill brand name in the U.S. marketplace, and we are pleased that it will continue on after the Proposed Transaction.”
Canbud approves issuance of stock options
The Company announces the grant of stock options (each an “Option”) pursuant to the Company’s stock option plan. The Company has granted an aggregate of 7,000,000 Options to certain directors, officers, employees and consultants of the Company, including to executives and employees at its wholly owned subsidiary, Molecular Science Corp. The Options are exercisable at a price of $0.10 per Option. The Options granted vest in four months and expire on August 05, 2026. Each Option is exercisable to purchase one common share in the capital of the Company.
About Steep Hill Inc.
Steep Hill Inc. (SH) is a leading cannabis science company with significant footprints in lab testing and research and development. Steep Hill’s foundation was built on testing and analyzing medical and recreational cannabis to ensure compliance with current safety standards. In 2008, Steep Hill opened the first commercial cannabis lab in the United States. Steep Hill is currently expanding throughout the United States, and globally. With the goal of helping the rest of the world adopt “best practices” in cannabis testing, the company also provides expert consulting services to many regions around the world. Steep Hill: “Globally Driven. Locally Focused.”
About Canbud Distribution Corp.
Canbud is a science and technology health and wellness company carrying on business in the plant based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and hemp cannabinoid (CBD) vertical markets.
www.steephill.com
www.canbudcorp.com
- Published in Canbud Distribution, News Home
Canbud Subsidiary, Molecular Science Corp., Receives Dealer’s License – Becomes One of Very Few Organizations Able To Work With Psilocybin with Health Canada Approval
Canbud Distribution Corp. (CSE: CBDX) (“Canbud” or the “Corporation”) is pleased to announce that its wholly-owned subsidiary, Molecular Science Corp. (“MSC” or the “Company“), a leading GMP analytical services company, has received its Dealer’s License from Health Canada on July 30, 2021. As a result, MSC has become one of very few organizations able to work with Psilocybin with Health Canada approval
This significant milestone expands MSC’s current licensed capabilities to include the possession, sale/provision, transportation, and testing of controlled substances including Psilocybin, Ketamine, and N-3,4 Methylenedioxyamphetamine. Obtaining this license enables MSC to rapidly integrate and establish itself as one of leaders in the emerging analytical support network that will be integral to product safety and quality as demand grows for these substances of interest in Canada and internationally
Industry analysts estimate strong growth for this emerging sector over the next decade. Data Bridge Market Research estimate the psychedelic drugs market to increase at CAGR of 13.3% during 2021 to 2028, reaching US$ 7.6 billion from US$ 2.8 billion in 2020 (https://www.globenewswire.com/news-release/2021/07/14/2263133/0/en/Psychedelic-Drugs-Market-CAGR-at-13-3-with-Analysis-of-Growing-Technology-Trends-Industry-Research-Future-Growth-and-Size-Projection-by-2028.html).
Increased approval for medical use purposes to support mental health is estimated to be the key driver of growth globally, and especially in North America.
Steve Singh, CEO, Canbud, notes, “Ensuring drug product safety and quality requires analytical testing labs be held to a high standard in their methods and practices. MSC is committed to providing a level of service and operation that exceeds the standards set out by Health Canada and is focused on being among the leaders in analytical testing in Canada and globally. Since 2018, MSC has offered a wide array of standard and custom analytical services primarily focused on cannabis and cannabis-derived products, including active pharmaceutical ingredients. This license gives MSC the opportunity to expand its offerings and expertise into an emerging sector with increasing demand for advanced analytical support.”
“MSC continues to expand its service offering into cutting edge research areas such as psychedelics. This licence allows MSC to support and partner with formulations developers, producers and researchers in exciting new areas to drive development and growth for MSC,” states Mauro Aiello, Interim CEO of MSC.
About Molecular Science Corp.
Molecular Science Corp. (MSC) is a leading analytical services company focused on quality and safety of products containing cannabis and/or other controlled substances, including pharmaceutical products containing these substances. MSC operates a GMP laboratory in Toronto, Ontario under a Health Canada Analytical Testing License for cannabis, a Drug Establishment License and now, a Dealer’s License. The company is committed to providing cannabis and pharmaceutical companies the tools and services they require to succeed with product quality and safety.
About Canbud Distribution Corp.
Canbud is a science and technology health and wellness company carrying on business in the plant based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and hemp cannabinoid (CBD) vertical markets.
www.mscience.ca
www.canbudcorp.com
- Published in Canbud Distribution, News Home
Canbud’s Subsidiary Empathy Plant Co. Joins the Plant-Based Foods of Canada (PBFC) Association
Canbud Distribution Corporation (CSE: CBDX) (FSE: CD0) (“Canbud” or the “Corporation”) is pleased to announce that its subsidiary Empathy Plant Co. has joined Plant-Based Foods of Canada (PBFC).
PBFC was founded in 2018 and has since acted as the collective voice of plant-based food companies. As a division of Food, Health & Consumer Products of Canada (FHCP), they work to keep consumers, governments and industry participants informed about the benefits of plant-based foods. The goal of PBFC is to move regulations forward to support innovation, growth and make plant-based eating more available to the masses.
CEO Steve Singh comments: “We applaud the efforts and tireless pursuits of PBFC. With their collective industry voice and amazing expertise, they have been able to help companies like Empathy Plant Co. maneuver more easily in the ever-shifting regulatory landscape in Canada. Their vision and execution are crucial if we are to help move the needle in terms of sustainability. We couldn’t be more thrilled to be part of their mission to make plant-based eating more available to all.”
As Empathy Plant Co. nears commercialization it will benefit from the resources provided by PBFC to help navigate the plant-based CPG (Consumer Packaged Goods) landscape and strengthen their development pipelines. PBFC data-sets and industry insights will help reinforce Empathy Plant Co.’s DTC (Direct to Consumer) and brick and mortar sales strategies. With rapid progressions and pivots in the Canadian health, nutrition and wellness space, alongside PBFC, Empathy Plant Co. will continue to innovate and strive to be part of positive changes in the plant-based environment.
About Canbud Distribution Corporation
Canbud Distribution Corporation 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/canbudcorp/?hl=en
https://twitter.com/canbudcorp
https://www.linkedin.com/company/canbud-distribution-corp/?viewAsMember=true
https://www.instagram.com/empathyplantco/?hl=en
About PBFC
Plant-Based Foods of Canada (PBFC) acts as a collective voice for the producers of plant-based products. We use our voice to advocate for a modernized regulatory environment that will allow members to market their products effectively and to make them accessible to all consumers.
With this growing demand for plant protein in mind, key members of the plant-based foods industry have come together in PBFC to use our common voice to bring awareness to issues shaping the sector.
Website
https://www.plantbasedfoodscanada.ca/
For further information, please contact:
ir@canbudcorp.com
or
Robert Tjandra, President and COO
Tel: 1 416 847 7312
- Published in Canbud Distribution, News Home
Canbud Distribution Enters into Definitive Agreement to Acquire Molecular Science Corp.
Canbud Distribution Corp. (CSE: CBDX) (“Canbud” or the “Corporation“) is pleased to announce that, further to its news release of May 27, 2021, it has entered into a definitive acquisition agreement (the “Acquisition Agreement“) with Molecular Science Corp. (“MSC“) and 2847719 Ontario Inc. (“Subco“), a wholly-owned subsidiary of Canbud, pursuant to which it agreed to acquire all of the outstanding securities of MSC by way of a three-cornered amalgamation (the “Transaction“). The Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the Canadian Securities Exchange (“CSE“), and certain other conditions as described below.
About MSC
MSC is a privately held analytical science and services company, carrying on the business of testing cannabis and related pharmaceutical products. The business operations of MSC are conducted primarily through Molecular Science Labs Corp, MSC’s wholly-owned subsidiary at its laboratory facilities in Scarborough, Ontario and pursuant to an analytical testing license issued by Health Canada under the Cannabis Act.
The Transaction
Under the terms of the Acquisition Agreement, the parties agreed to complete the Transaction, pursuant to which Subco will amalgamate with MSC under the Business Corporations Act (Ontario) and continue as a new corporation, wholly-owned by Canbud, and the holders of common shares of MSC (the “MSC Shares“) immediately prior to the amalgamation will receive 3.313 common shares of Canbud (“Canbud Shares“) for each MSC Share, or an aggregate of approximately 68,941,595 Canbud Shares, in exchange for their MSC Shares. All outstanding common share purchase warrants of MSC will also be replaced for common share purchase warrants of Canbud, entitling the holders thereof to purchase an aggregate of up to up to 3,975,707 Canbud Shares for a purchase price of $0.30 per Canbud Share until the date that is three years following the date of the completion of the Transaction. In addition, upon closing of the Transaction, the Corporation will issue up to 1,765,000 Canbud Shares as an advisory fee (the “Advisory Fee Shares“).
Upon closing of the Transaction, the holders of MSC Shares prior thereto are expected to own approximately 44.7% of the outstanding Canbud Shares on a non-diluted basis and before giving effect to the issuance of any Advisory Fee Shares. The Canbud Shares issued in exchange for MSC Shares will be subject to resale restrictions, such that the holders thereof will be permitted to trade 25% of such Canbud Shares on the date that is four months from the closing date of the Transaction, and a further 25% of such Canbud Shares on the dates that are seven, 10 and 13 months after the closing date.
In accordance with the terms of the Acquisition Agreement, Canbud advanced to MSC a bridge loan (the “Bridge Loan“) of $500,000, to be used by MSC for the repayment of certain debt and for working capital purposes. The Bridge Loan bears interest at 5% per annum, matures sixty days from the date of the Bridge Loan, and is secured against the shares and assets of each of MSC and its main operating subsidiary. In the event that MSC breaches its obligations under the Acquisition Agreement or otherwise is in default of its obligations under the loan and security documents with respect to the Bridge Loan, then the principal amount advanced under the Bridge Loan and all accrued interest owing thereon will immediately become due and payable after any applicable notice or cure periods.
All of the existing directors and management of the Corporation are expected to remain following any completion of the Transaction. Upon closing, all directors and officers of MSC are expected to resign other than Mauro Aiello and Sherry Farsami, who are expected to continue as the Interim CEO and Director of Quality Assurance, respectively, of the amalgamated entity carrying on the business of MSC.
Completion of the Transaction is subject to a number of conditions, including, without limitation, the following:
- receipt of the required approval for the Transaction from the shareholders of MSC within 30 days of the signing of the Acquisition Agreement;
- receipt of all applicable regulatory approvals;
- there having been no acquisitions or disposals (other than in the ordinary course of business), no debt or equity capital raisings (excepting for the Corporation), no new material contracts (excepting for the Corporation) or related party transactions and no loss of any material license;
- if shareholders of MSC holding 5% or more of the MSC Shares have exercised dissent rights with respect to the amalgamation of MSC and Subco;
- no material adverse change affecting MSC or the Corporation;
- satisfaction of Canbud and MSC of its respective due diligence investigation of the other part; and
- other customary closing conditions.
Steve Singh, CEO of the Corporation stated: “We are pleased to have entered into a definitive agreement to acquire an attractive business with high client loyalty and that we expect will generate revenue and growth potential for Canbud. MSC provides exceptional and critical services to the cannabis sector and also has an opportunity to expand its current business into the emerging psychedelics sector. Canbud intends to work to complete the Transaction and, at the same time, continue to evaluate other potential acquisitions that could advance management’s goal of entrenching Canbud in key facets of the cannabis and psychedelics sector.”
The Transaction is an arms-length transaction for the Corporation and, if completed, will not constitute a fundamental change or result in a change of control of the Corporation, within the meaning of the policies of the CSE.
Selected Financial Information of MSC
The following table sets out selected financial information with respect to MSC as at the dates noted. The selected financial information is derived from MSC’s audited consolidated financial statements for the year ended December 31, 2019 and its unaudited consolidated financial statements for the year ended December 31, 2020, which have been prepared in accordance with International Financial Reporting Standards, issued by the International Accounting Standards Board.
Balance Sheet Information | As at December 31, 2019 ($) | As at December 31, 2020 (Unaudited) ($) |
Current Assets | 1,047,184 | 727,896 |
Investment | 138,000 | 43,590 |
Property and equipment | 3,542,941 | 2,476,815 |
Right-of-use assets | 613,270 | 130,472 |
Intangible assets | 24,184 | 8,518 |
Total Assets | 5,365,579 | 3,387,291 |
Current Liabilities | 1,340,814 | 1,051,116 |
Total Liabilities | 1,790,521 | 1,108,861 |
Total Shareholder’s Equity | 3,575,058 | 2,278,430 |
Income Statement information | Year Ending, December 31, 2019 ($) | Year Ending December 31, 2020 (Unaudited) ($) |
Service Revenue | 1,175,890 | 2,742,208 |
Operating expenses | 5,418,154 | 4,890,802 |
Total Operating Loss | (4,242,264) | (2,148,594) |
Net Loss | (4,272,761) | (1,572,457) |
Total comprehensive loss | (4,991,903) | (1,674,367) |
Adjusted EBITDA(1) | (1,982,469) | (216,294) |
Note:
(1) In this news release, reference is made to Adjusted EBITDA which is not a measure of financial performance under International Financial Reporting Standards (IFRS). This metric and measure is not a recognized measure under IFRS, does not have meaning prescribed under IFRS and is, as a result unlikely to be comparable to similar measures presented by other companies. This measure should not be considered in isolation or in lieu of a review of our financial information reported under IFRS. Adjusted EBITA includes adjustments to net income for non-recurring items, concluded research and development, depreciation, interest and stock compensation expenses.
Completion of the Transaction is subject to a number of conditions, including the approval of the amalgamation by MSC’s shareholders by special resolution. There can be no assurance that the transaction will be completed as proposed or at all.
About Canbud Distribution Corp.
Canbud Distribution Corporation is a science and technology health and wellness company carrying on business in the plant based, psychedelic pharmaceutical and non-psychedelic nutraceutical, and hemp cannabinoid (CBD) vertical markets.
- Published in Canbud Distribution, News Home
Canbud Distribution Enters into Letter of Intent to Acquire Molecular Science Corp.
Canbud Distribution Corp. (CSE: CBDX) (FSE: CD0) (the “Corporation“) is pleased to announce that, on May 25, 2021, it has entered into a non-binding Letter of Intent (the “Letter of Intent“) with Molecular Science Corp. (“MSC“) in respect of a proposed transaction (the “Proposed Transaction“), whereby the Corporation would acquire all of the issued and outstanding common shares of MSC by way of a three-cornered amalgamation. MSC is a privately held analytical science and services company, carrying on the business of testing cannabis and related pharmaceutical products.
The Proposed Transaction
The Proposed Transaction is expected to be structured as a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary to be incorporated by the Corporation under the laws of Ontario (“Subco“) would amalgamate with MSC, with the entity resulting from such amalgamation becoming a wholly-owned subsidiary of the Corporation, and the holders of common shares of MSC immediately prior to the amalgamation would receive an aggregate of 70,600,000 common shares of the Corporation in exchange for their common shares of MSC. All outstanding options and warrants of MSC would be replaced or exchanged from options and warrants of the Corporation or otherwise dealt with such that they retain economically equivalent terms, having regard to the exchange ratio for the MSC common shares under the Proposed Transaction. Upon closing of the Proposed Transaction, the Corporation may also issue up to 1,765,000 common shares of the Corporation as a finder’s fee (the “Finder’s Fee Shares“). The Proposed Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the Canadian Securities Exchange (“CSE“), and certain other conditions as described below.
Upon closing of the Proposed Transaction, the outstanding capitalization of the Corporation is expected to consist of approximately 160,839,597 common shares and, options and warrants to purchase 11,600,000 and 49,630,600 common shares of the Corporation, respectively, excluding any Finder’s Fee Shares issued. Current MSC shareholders are expected to own approximately 43.9% of the Corporation’s common shares on a non-diluted basis, and 35.7% on a fully-diluted basis, before giving effect to the issuance of any Finder’s Fee Shares.
The Corporation and MSC agreed to negotiate in good faith the terms of a definitive agreement with respect to the Proposed Transaction within 30 days following the date of the Letter of Intent. Following and conditional upon the execution of a definitive agreement the Corporation would make available to MSC a bridge loan (the “Bridge Loan“) of up to $500,000, to be used by MSC for the repayment of certain debt and for working capital purposes. The Bridge Loan would bear interest at 5% per annum, mature sixty days from the date of the Bridge Loan, and be secured against the shares and assets of each of MSC and its operating subsidiaries, as described further in the Letter of Intent. In the event that the Bridge Loan is advanced, in whole or in part, and the definitive agreement is terminated (other than as a result of any breach of its terms by the Corporation), then the principal amount advanced under the Bridge Loan and all accrued interest owing thereon would immediately become due and payable. In addition, MSC would be required to pay to the Corporation a break fee of $150,000 if MSC breaches the binding provisions of the Letter of Intent, or terminates the binding provisions of the Letter of Intent and subsequently enters into an alternative transaction with a third party within 12 months of such breach or termination.
The common shares of the Corporation issued in exchange for MSC common shares would be subject to resale restrictions, such that the holders would be permitted to trade 20% of such shares only after three months from closing and a further 20% of such shares after each successive three-month period thereafter until the date that is 15 months from the closing date.
All of the existing directors and management of the Corporation are expected to remain following any completion of the Proposed Transaction. Upon closing, all directors and officers of MSC are expected to resign other than Mauro Aiello and Sherry Farsami, who would remain as Interim CEO and Director, Quality Assurance of the amalgamated entity carrying on the business of MSC.
Completion of the Proposed Transaction would be subject to a number of conditions, including, without limitation, the following:
- receipt of the required approval for the Proposed Transaction from the shareholders of MSC within 30 days of the signing of the definitive agreement between the parties;
- receipt of all regulatory approvals (including applicable CSE approvals for the listing of the common shares of the Corporation issuable to the securityholders of MSC);
- there having been no acquisitions or disposals (other than in the ordinary course of business), no debt or equity capital raisings (excepting for the Corporation), no new material contracts (excepting for the Corporation) or related party transactions and no loss of any material license;
- no shareholders of MSC have exercised dissent rights with respect to the amalgamation of MSC and Subco;
- no material adverse change affecting MSC or the Corporation; and
- such other conditions as the parties decide are reasonable in the context of the Proposed Transaction.
Steve Singh, CEO of the Corporation stated: “We are extremely pleased to announce the Letter of Intent to acquire MSC, a leader within the Canadian analytical service sector. Analytical testing is a critical component of the seed-to-sale supply chain and MSC’s ability to attract and retain marque customers in a very competitive area is evidence of its technical capabilities. The Proposed Transaction is intended to enable the Corporation to expand its current focus and become more intricately connected within the supply chain in the cannabis and hemp sector as licensed producers refine and expand their cannabis 2.0 type product offerings, which require additional testing to conform to Health Canada regulations. The Corporation’s management believes that there is an opportunity for MSC to expand its current service offerings into emerging markets such as testing for psychedelics, which makes this acquisition an exciting avenue for MSC and in-tune for the Corporation to drive revenue growth.”
The Proposed Transaction would be an arms-length transaction for the Corporation and would not constitute a fundamental change or result in a change of control of the Corporation, within the meaning of the policies of the CSE.
About Molecular Science Corp.
Formed in January 2017, MSC is an established Health Canada licensed GMP analytical science and services company. MSC’s primary asset is a purpose-built facility in the Greater Toronto Area (GTA), which operates to pharmaceutical GMP standards. MSC tests cannabis and related pharmaceutical products for a range of purposes:
- Commercial release of cannabis products, as required by Health Canada or other authorities, including for export to international markets;
- Testing of new formulations for product development and registration, including chemical analysis of products beyond regulatory requirements for clinical purposes; and
- In-process testing and testing of manufacturing inputs (e.g., biomass, oils, etc.) for value-added products and process development.
About Canbud Distribution Corp.
Canbud Distribution Corp. is a science and technology company focused on the global hemp space inclusive of hemp cannabinoids (CBD). Currently the company, through its subsidiaries, holds three industrial hemp licenses for the purposes of supplying the global market with medicinal and wellness cannabidiol and other cannabinoid-based products on leased lands located in McKellar, Ontario, Kettleby, Ontario and Lakefield, Ontario. Each hemp licence allows the growing and harvesting of hemp CBD flowers for processing into CBD and other cannabinoids extracts.
- Published in Canbud Distribution, News Home
Canbud’s Subsidiary, Empathy Plant Co. Begins Build-Out of Sales Team
Canbud Distribution Corporation (CSE: CBDX) (FSE: CD0) (“Canbud” or the “Corporation”) announces its subsidiary, Empathy Plant Co. has begun to build out an experienced sales team to lead the expansion of its plant-based product lines.
With the Complete Plant Protein production order being executed, Empathy Plant Co. now focuses on onboarding highly experienced salespeople that can lead the Corporation into new markets and drive awareness for its innovative brand. Headed by 30-year nutraceutical industry veteran, Ryan Herniman, the remote working structure lends well to the current COVID-19 operating environment. Mr.Herniman’s brick and mortar contacts and operational experience will be invaluable as Empathy Plant Co. pushes to scale various product lines across North America’s health and wellness space.
This next phase of the team buildout not only supports the omnichannel sales strategy, but also allows for an infrastructure which will streamline the onboarding of M&A targets while supporting inhouse brand launches.
Steve Singh, CEO comments: “As we continue to push to commercialization, assembling industry veterans is going to greatly accelerate the Canbud vision in the health and wellness space. Empathy Plant Co. is already gaining market awareness and quality human equity will help drive shareholder equity.”
Follow all Empathy Plant Co. developments by entering your email at empathyplantco.com or following on Instagram.com/empathyplantco.
About Canbud Distribution Corporation
Canbud Distribution Corporation 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/canbudcorp/?hl=en
https://twitter.com/canbudcorp
https://www.linkedin.com/company/canbud-distribution-corp/?viewAsMember=true
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
This news release is not an offer to sell, or a solicitation of an offer to buy or sell, any securities of the Corporation and may not be relied upon in connection with the purchase or sale of any such security.
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. The forward-looking information contained in this news release represents the expectations of the Corporation as of the date of this news release and, accordingly, is subject to change after such date. Forward-looking information includes information including statements with respect to the future exploration performance of the Corporation. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by the Corporation at the date the forward-looking information is provided, are inherently subject to significant risks, uncertainties, contingencies, and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to (i) adverse market conditions; (ii) risks inherent in the CBD, psychedelics and vegan protein industries in general or (iii) risks generally associated with the Corporation’s business, as described in the Corporation’s public filings on SEDAR, which readers are encouraged to review in detail prior to any transaction involving the securities of the Corporation. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Corporation does not intend to update these forward-looking statements. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/82659
- Published in Canbud Distribution, News Home
Canbud’s Subsidiary Empathy Plant Co. Announces Woman’s Daily Vegan Multivitamin
Canbud Distribution Corporation (CSE: CBDX) (FSE: CD0) (“Canbud” or the “Corporation”) announces its subsidiary Empathy Plant Co. has completed the full development of its vegan multivitamin formula exclusively for women.
Unique Vegan Women’s Multi-Vitamin with 100% Compostable Packaging
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This formula was developed to provide the market with a daily female specific multivitamin offering in 100% compostable packaging. The multivitamin will work synergistically with Empathy Plant Co’s. Green Energy and Complete Plant Protein products and will be sold as a plant-based health system. It will be available in vegetable capsules and will provide the following benefits:
1. Promotes overall health
2. Supports hormone balance
3. Supports hair, skin, and nail health
4. Supports metabolism
5. Increased energy
6. Immune function
7. Bone health
8. Eye health
9. Muscle function
10. Source of antioxidants
Canbud’s CEO, Steve Singh, comments: “We continue to add products that support our health and wellness theme. As we near commercialization I’m very excited to see our innovation pipeline strengthen and believe it will give us a great competitive advantage in a highly coveted consumer demographic.”
The time of market release will be announced at a further date once production timelines are finalized.
Follow all Empathy Plant Co. developments by entering your email at empathyplantco.com or following on Instagram.com/empathyplantco.
About Canbud Distribution Corporation
Canbud Distribution Corporation 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/canbudcorp/?hl=en
https://twitter.com/canbudcorp
https://www.linkedin.com/company/canbud-distribution-corp/?viewAsMember=true
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
- Published in Canbud Distribution, News Home
Canbud’s Subsidiary, Empathy Plant Co. Expands Their Product Development Pipeline
Canbud Distribution Corporation (CSE: CBDX) (FSE: CD0) (“Canbud” or the “Corporation”) provides update on subsidiary, Empathy Plant Co. developmental pipeline and momentum to date.
Taste Great Complete Plant Protein with 100% Compostable Packaging
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Canbud’s subsidiary – Empathy Plant Co. has recently submitted the first production order for its Complete Plant Protein product line scheduled to hit the market. Empathy Plant Co. has recently finalized the formulation for 8 additional flavours which are scheduled. The flavours include:
- Strawberry & Cream
- Chocolate Peanut Butter
- Chocolate Hazelnut
- Banana Bread
- Peanut Butter & Jam
- Pralines & Cream
- Shamrock Shake
- Chocolate Covered Strawberry
To recap, all Empathy Plant Co.’s Complete Plant Protein are plant-based, a blend of pea and hemp protein, have no artificial colouring or flavours, are non-GMO, gluten-free, soy-free and especially free of any chalk-like taste. To further position the brand strongly in the market, all Empathy Plant Co. CPG (Consumer Packaged Goods) offerings will showcase 100% compostable packaging (a first mover in the plant-based space), supporting the Company’s ecocentric approach, sensibility and brand messaging.
Additionally, Empathy Plant Co. has finalized the formulation for a new product offering called Green Energy Powder. This innovation provides an industry first converging a greens superfood complex with natural caffeine sources, aimed to support the needs and preferences of the brand’s 18-24 year old female target market.
Taste Great Plant-Based Energy and Natural Caffeine Drink
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This innovation was developed based on insight collected by the R&D team, which perfectly supports Empathy Plant Co.’s ethos. The Green Energy Powder remains proprietary at this time, with further details to be released as development continues, featured in the following 3 flavours:
- Natural
- Mixed Berry
- Strawberry Kiwi
Canbud’s CEO, Steve Singh comments: “The Empathy Plant Co. team is executing in a very timely and methodical manner and market conditions are primed for the new innovations and offerings. These developments push us closer to meaningful commercialization.”
The time of market release will be announced at a further date once production timelines are finalized.
Follow all Empathy Plant Co. developments by entering your email at empathyplantco.com or following on Instagram.com/empathyplantco.
About Canbud Distribution Corporation
Canbud Distribution Corporation 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/canbudcorp/?hl=en
For further information, please contact:
ir@canbudcorp.com
or
Robert Tjandra, President and COO
Tel: 1 416 847 7312
- Published in Canbud Distribution, News Home
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