February 14, 2024 – TheNewswire – Vancouver, Canada – Golden Cariboo Resources Ltd. (the “Company”) (CSE:GCC) / (OTC:GCCFF) / (WKN:A0RLEP) announces it has completed the shares for debt transaction announced on January 22, 2024.  The debt settlement was with two non-arm’s length creditors and one arm’s length creditor (collectively, the “Creditors”). The Company has issued to the Creditors an aggregate of 4,232,503 units of the Company (each, a “Unit”) at a price of $0.10 per Unit in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $423,250 (the “Debt Settlement”).

Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half Common Share purchase warrant of the Company (each, a “Warrant”). Each whole Warrant entitles the holder to purchase one additional Common Share (each, a “Warrant Share”) for a period of 5 years from the date of issue at exercise prices as follows: $0.12 in year one, $0.14 in year two, $0.16 in year three, $0.18 in year four, and $0.20 in year five.

The Units are subject to a statutory hold period of four months from the date of issuance, in accordance with applicable policies of the Canadian Securities Exchange.

None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements.  This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Multilateral Instrument 61-101

The issuance of the Units to the non-arm’s length Creditor will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the non-arm’s length Creditor’s participation in the Debt Settlement in reliance on sections 5.5(g) and 5.7(1)(e) of MI 61-101, which provide an exemption where certain financial hardship criteria set out in MI 61-101 are met. The Company’s decision to rely on the financial hardship exemption was made upon the recommendation of the independent directors of the Company, all of whom are unrelated to the non-arm’s length Creditor, with respect to the merits of the Debt Settlement and the resulting approval of the Settlement Agreements by the board of directors of the Company. The Company did not file a material change report more than 21 days before the expected closing of the Debt Settlement as the details of the Debt Settlement and the participation therein by the non-arm’s length Creditor were not settled until recently and the Company wishes to close on an expedited basis for sound business reasons.

Early Warning Disclosure

In connection with the Debt Settlement, Frank Callaghan (“Mr. Callaghan”), through Standard Drilling and Engineering Ltd., a company of which he is the sole shareholder, will acquire an aggregate of 4,000,000 Common Shares at a price of $0.10 per Common Share and 2,000,000 whole Warrants, each exercisable to acquire one additional Common Share at exercise prices as follows: $0.12 in year one, $0.14 in year two, $0.16 in year three, $0.18 in year four, and $0.20 in year five (the “Acquisition”). The Acquisition requires disclosure pursuant to the early warning requirements of applicable securities laws. Mr. Callaghan is the CEO, President and a Director of the Company.

Mr. Callaghan currently owns and exercises control or direction over an aggregate of 3,340,981 Common Shares representing approximately 23.02% of the issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Debt Settlement, Mr. Callaghan will own or exercise control or direction over a total of 7,340,981 Common Shares and 2,000,000 Warrants, which will represent approximately 39.16% of the issued and outstanding Common Shares on a non-diluted basis and approximately 45.03% of the issued and outstanding Common Shares on a partially-diluted basis.

Mr. Callaghan may from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, dispose or acquire additional Common Shares through market transactions, private agreements, treasury issuances, exercises of convertible securities or otherwise, or may, subject to the requirements of applicable securities laws, sell all or some portion of the Common Shares he owns or controls, or may continue to hold the Common Shares.

This disclosure is being provided in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report by Mr. Callaghan in respect of the Acquisition, which report will contain additional information with respect to the foregoing matters. A copy of the early warning report will be filed by Mr. Callaghan in accordance with applicable securities laws and will be available on the Company’s issuer profile on SEDAR at www.sedarplus.ca.

About Golden Cariboo Resources Ltd.

Golden Cariboo Resources Ltd. is rediscovering the Cariboo Gold Rush by proceeding with high-grade targeted drilling and trenching programs on its Quesnelle Gold Quartz Mine project which is almost fully encircled on 3 of 4 sides by Osisko Development (NSE-ODV/TSXV-ODV). Historically, over 101 placer gold creeks on the 90 km trend from the Cariboo Hudson mine north to the Quesnelle Gold Quartz mine have recorded production in excess of 2.6 million ounces of gold up to 1933 (Hall, 1986) and successful placer mining continues to this day.

Golden Cariboo’s Quesnelle Gold Quartz Mine property is 4 km northeast of, and road accessible from, Hixon in central British Columbia. The Property includes the Quesnelle Quartz gold-silver deposit, which was discovered in 1865 in conjunction with placer mining activities and produced 2,048 tonnes grading 3.14 g/t Au and 4.18 g/t Ag in 1932 and 1939, with an additional 217 tonnes of unknown grade reported in 1878 (BC Minfile, 2021). Hixon Creek, which dissects the Quesnelle Gold Quartz Mine property, is a placer creek which has seen limited, small-scale placer production since the mid 1860’s. From Ministry of Mines Reports prior to 1945, estimates of up to $2,000,000 worth of placer gold was mined from Hixon Creek.

.

GOLDEN CARIBOO RESOURCES LTD.

“J. Frank Callaghan”

J. Frank Callaghan, President & CEO

Neither the “CSE” Canadian Securities Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements:

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding; and Company’s exploration plans with respect to its Quesnelle Gold Quartz Mine property.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the Company will have the resources required to proceed with its exploration plans; and that the Company will not run into regulatory or other barriers in carrying out its business plans.

Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: that the Company may incur unanticipated costs; that the Company may not have the resources required to pursue its exploration plans; and that the Company’s operations could be adversely affected by possible future government legislation policies and controls or by changes in applicable laws and regulations. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this news release by you or any of your representatives or for omissions from the information in this news release.

The forward-looking statements herein speak only as of the date they were originally made. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

CALGARY, AB, Dec. 18, 2023 /CNW/ – Simply Solventless Concentrates Ltd. (TSXV: HASH) (formerly “Dash Capital Corp.”) (“SSC” or the “Company“) is pleased to announce that it has successfully completed its previously announced qualifying transaction pursuant to TSX Venture Exchange (“TSXV“) Policy 2.4 – Capital Pool Companies by way of reverse takeover (the “RTO“). The parties to the RTO received conditional approval from the TSXV on October 25, 2023. A filing statement dated October 31, 2023 (the “Filing Statement“) with respect to the RTO can be found on the Company’s SEDAR+ profile at www.sedarplus.ca.

Trading in the common shares of the Company (“Common Shares“) is expected to resume on the TSXV on December 20, 2023.

Pursuant to the RTO:

• the Company implemented a consolidation of its then issued and outstanding 11,000,000 Common Shares on the basis of one new Common Share for every two existing Common Shares;
• the private company Simply Solventless Concentrates Ltd. (“SSC PrivateCo“) amalgamated (the “Amalgamation“) with a wholly owned subsidiary of the Company, 2366191 Alberta Ltd. (“Subco“), to form Massive Hash Factory Ltd., a new wholly-owned subsidiary of the Company;
• all issued and outstanding common shares of SSC Private Co were cancelled and each former holder thereof, other than former holders who validly dissented in respect of the Amalgamation, is entitled to receive such number of common shares (“Common Shares“) of the Company for each one common share of SSC PrivateCo previously held; and
• the Company changed its name to “Simply Solventless Concentrates Ltd.”

Following completion of the RTO, the directors and officers of SSC are:

• Jeff Swainson, President, CEO and director
• Jeff Hall, Chief Financial Officer
• William Macdonald, director
• Colin Davison, director
• Steve Bjornson, director
• Gord Cameron, Corporate Secretary

Jeff Swainson, President & CEO of SSC, stated “The closing of the RTO marks a significant milestone for SSC. We sincerely thank our shareholders and team for their support and commitment, which has ultimately allowed us to achieve this milestone during a time when the cannabis industry has faced significant headwinds. Despite these headwinds, over the past year and a half SSC has built an incredible team, developed a portfolio of fantastic cannabis products, launched two successful brands, Astrolab and Frootyhooty, increased revenue by 900%, achieved net income profitability, and reduced our debt from $9.1 million to zero. As we embark on our journey as a public company, we look to leverage our team, clean balance sheet, revenue growth story, and net income profitability to capitalize on the significant opportunities for organic and inorganic growth that have resulted from these headwinds.”

See Figure 1 and figure 2 for SSC’s brand logos for Astrolab and Frootyhooty.

Prior to closing of the RTO, SSC PrivateCo, Subco and the Company entered into an amended and restated amalgamation agreement (the “A&R Amalgamation Agreement“), which amended and restated the amalgamation agreement dated August 6, 2021, as amended, the details of which are available in the Filing Statement.

The full details of the RTO are set forth in the Filing Statement and the A&R Amalgamation Agreement, each of which are or will be available on SSC’s SEDAR+ profile at www.sedarplus.ca.

Equity Incentive Plan

In connection with closing the RTO, SSC adopted an equity incentive plan (the “Plan“), the details of which are available in the Filing Statement. The Plan allows SSC to grant equity based compensation awards in the form of stock options, restricted share units, deferred share units and performance share units. The Plan is a rolling 10% plan in respect of stock options and a fixed plan in respect of all performance-based awards. There are 48,475,188 Common Shares outstanding immediately following closing of the RTO, therefore up to 4,847,518 Common Shares may be issued upon exercise of stock options issued under the Plan. Up to 4,071,437 Common Shares may be issued upon exercise or settlement of all other awards under the Plan. The aggregate number of Common Shares issuable under the Plan and all other security-based compensation arrangements shall not exceed 10% of the total issued/outstanding shares, in accordance with TSXV Policies. As of the date hereof, SSC has 4,805,000 stock options and no other awards outstanding under the Plan. Amendments to the Plan must be approved by SSC’s shareholders, except for certain changes which are set out in the Plan and in accordance with the policies of the TSXV.

Early Warning Disclosure

Upon the completion of the RTO, Jeff Swainson, President, Chief Executive Officer and Director of SSC, holds, directly or indirectly, or exercises control or direction over an aggregate of 7,378,529 Common Shares, stock options to acquire 450,000 Common Shares and warrants exercisable for the purchase of 1,195,195 Common Shares, representing 15.2% of the issued and outstanding Common Shares on a non-diluted basis, and 18.0% on a partially-diluted basis (assuming the exercise of Mr. Swainson’s convertible securities). Prior to the completion of the RTO, Mr. Swainson did not beneficially own, or exercise control or direction over, any securities of the Company. Mr. Swainson acquired these securities for investment purposes and may, from time to time, acquire additional securities of SSC or dispose of such securities as he may deem appropriate. For the purposes of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues  (“NI 62-103“) early warning reporting, the address of Mr. Swainson is 273209 Range Road 20, Rocky View County, Alberta T4B 4P2.

Upon the completion of the RTO, William Macdonald, Director of SSC, holds, directly or indirectly, or exercises control or direction over an aggregate of 5,458,724 Common Shares, stock options to acquire 450,000 Common Shares and warrants exercisable for the purchase of 2,173,725 Common Shares, representing 11.3% of the issued and outstanding Common Shares on a non- diluted basis, and 15.8% on a partially-diluted basis (assuming the exercise of Mr. Macdonald’s convertible securities). Prior to the completion of the RTO, Mr. Macdonald did not beneficially own, or exercise control or direction over, any securities of the Company. Mr. Macdonald acquired these securities for investment purposes and may, from time to time, acquire additional securities of SSC or dispose of such securities as he may deem appropriate. For the purposes of NI 62-103 early warning reporting, the address of Mr. Macdonald is 273209 Range Road 20, Rocky View County, Alberta T4B 4P2.

About Simply Solventless Concentrates Ltd.

SSC is a public company incorporated under the Business Corporations Act (Alberta). SSC’s mission is to provide pure, potent, terpene-rich cannabis products to discerning cannabis consumers. For more information regarding SSC, please see www.simplysolventless.ca.

Notice on Forward Looking Information

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the resumption of trading of the Common Shares on the TSXV and SSC capitalizing on opportunities for organic and inorganic growth in the cannabis industry. SSC cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of SSC, including expectations and assumptions concerning SSC, as well as other risks and uncertainties, including those described in SSC’s filings available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any 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 and SSC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and SSC does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

TORONTO, March 14, 2023 /CNW/ – TerrAscend Corp. (“TerrAscend” or the “Company“) today announced that it has applied to list the Company’s common shares (the “Common Shares“) on the Toronto Stock Exchange (the “TSX“). In connection with the Company’s proposed listing on the TSX, and in order to qualify for the TSX’s minimum listing requirements, the Company expects to implement an internal reorganization (the “Reorganization“). The Reorganization will require approval from the Company’s shareholders. The listing of the Common Shares on the TSX remains subject to the review of the TSX and is contingent on the satisfaction of all listing and regulatory requirements. There is no assurance that the TSX will approve the listing application or that the Company will complete the Reorganization and the listing on the TSX as currently proposed.

“While the United States regulatory environment continues to evolve, we are grateful for the leadership of the TSX, which provides issuers with sensible oversight and regulation in a complex sector to ensure investor protection and capital markets integrity. We look forward to the opportunity to list on the TSX in the near future, said Jason Wild, Executive Chairman of TerrAscend.”

Further details with respect to the Reorganization will be provided prior to the mailing of the proxy statement for the Company’s annual general meeting. In the meantime, the Common Shares will continue to trade on the Canadian Securities Exchange in Canada under the symbol “TER” and the OTCQX market in the United States under the symbol “TRSSF”. TerrAscend has engaged Cassels Brock & Blackwell LLP as the Company’s external legal and strategic advisor in connection with the Reorganization and the Company’s proposed listing on the TSX.

As previously announced, TerrAscend will host a scheduled conference call to discuss the results for its fourth quarter and full year periods ended December 31, 2022 on Thursday, March 16, 2023 at 5:00 p.m. Eastern Time. The Company will report its financial results for the fourth quarter and full year 2022 the same day after market close.

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California and licensed production in Canada. TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’s cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, Valhalla Confections, and Arise Bioscience Inc. For more information visit www.terrascend.com.

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend’s operations and financial performance.

Forward Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits. Examples of forward-looking information contained in this press release include statements regarding the Company’s intention to list the Common Shares on the TSX; the Company’s intention to complete the Reorganization; the Company’s ability to obtain shareholder approval to effect the Reorganization; and the Company’s ability to satisfy all listing and regulatory requirements of the TSX.

Although the Company 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 the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022.

The statements in this press release are made as of the date of this release. TerrAscend disclaims any intent or obligation to update 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.

SOURCE TerrAscend

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

FORT LAUDERDALE, Fla. & TORONTO, December 09, 2022–(BUSINESS WIRE)–Flora Growth Corp. (NASDAQ: FLGC) (“Flora” or the “Company”), a leading all-outdoor cultivator, manufacturer and distributor of global cannabis products and brands, announced today that it has entered into securities purchase agreements with institutional investors for the purchase and sale of 12,500,000 of the Company’s common shares, no par value (the “Common Shares”), pursuant to a registered direct offering (the “Offering”), and warrants to purchase up to 12,500,000 Common Shares (the “Warrants”). The combined purchase price for one Common Share and one Warrant will be $0.40. The Warrants will have an exercise price of $0.40 per Common Share, will be exercisable immediately following the date of issuance and will expire five years from the initial date of issuance.

The aggregate gross proceeds from the Offering will be approximately $5.0 million before deducting fees and other estimated expenses. The Company expects to use the net proceeds from the Offering (i) for capital expenditures; (ii) to increase operating capacity; (iii) for working capital and (iv) for other general corporate purposes. The Offering is expected to close on or about December 13, 2022, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering.

The Company has also amended the terms of the warrants issued to certain institutional investors in the November 2021 public underwritten offering that are also purchasing shares in this Offering to reduce the exercise price of such warrants to $0.40.

The Offering is being made pursuant to a “shelf” registration statement on Form F-3 (File No. 333-267585) previously filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 5, 2022. A prospectus supplement describing the terms of the Offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected].

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Flora Growth Corp.

Flora is building a connected, design-led collective of plant-based wellness and lifestyle brands, designed to deliver the most compelling customer experiences in the world, one community at a time. As the operator of one of the largest outdoor cannabis cultivation facilities, Flora leverages natural, cost-effective cultivation practices to supply cannabis derivatives to its commercial, house of brands, and life sciences divisions. Visit www.floragrowth.com or follow @floragrowthcorp on social media for more information.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains ‘‘forward-looking statements,’’ as defined by federal securities laws. Forward-looking statements reflect Flora’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in Flora’s Annual Report on Form 20-F filed with the SEC on May 9, 2022, as amended, as such factors may be updated from time to time in Flora’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora’s filings with the SEC. While forward-looking statements reflect Flora’s good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Flora (or to third parties making the forward-looking statements).

View source version on businesswire.com: https://www.businesswire.com/news/home/20221209005113/en/

Contacts

Investor Relations:
Sean Mansouri, CFA
[email protected]

Public Relations:
Cassandra Dowell
+1 (858) 221-8001
[email protected]

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Vancouver, British Columbia–(Newsfile Corp. – January 25, 2022) – Craftport Cannabis Corp. (CSE: CFT) (“Craftport Cannabis” or the “Company”) is pleased to announce a non-brokered private placement offering (the “Offering”) of up to 15,000,000 common shares at a price of $0.20 per common share for gross proceeds of $3 million. The Company expects to close the Offering by March 8, 2022.

The Offering Price of $0.20 represents a 25% premium to the Company’s last closing price on the Canadian Securities Exchange (the “CSE”) on January 24, 2022 of $0.16 per common share. Net proceeds of the Offering will be used by the Company for general working capital purposes.

The common shares of the Company issued pursuant to the Offering will be subject to resale restrictions for a period of four months and a day from the date of issuance. The closing of the Offering is subject to certain customary conditions, including CSE approval. No finders fees will be paid in connection with the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Craftport Cannabis

Craftport Cannabis is a Canadian cannabis licensed producer operating out of Peachland, British Columbia. The Company intends to focus on the Canadian premium craft cannabis recreational market by utilizing an asset light model. It intends to leverage legacy roots and know how in order to introduce unique genetics and strains to the Canadian market.

For more information about Craftport Cannabis, please refer to information available under the Company’s profile on SEDAR at www.sedar.com and the CSE website.

Mike Cosic
Chief Executive Officer
Craftport Cannabis Corp.
[email protected]
416-723-2103

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward-looking statements”). Such forward-looking statements involve various known and unknown risks, uncertainties and other unknown factors regarding future events. The use of any of the words “anticipate”, “continue”, “intends”, “estimate”, “expect”, “potential”, “plan”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company.

Forward-looking statements may include, without limitation, statements relating to closing of the Offering; the size of the Offering; the use of proceeds; and the Company’s ability to leverage legacy roots and know how in order to introduce unique genetics and strains to the Canadian market.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Actual results may vary from the forward-looking statements in this news release. The material risk factors that could cause actual results to differ materially from the forward-looking statements include: dependence on obtaining regulatory approvals; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition and regulatory or political change, as well as those included in the Company’s disclosure documents, which can be found under the Company’s profile on www.sedar.com and on the CSE website. Accordingly, readers should not place undue reliance on forward-looking statements. These statements speak only as of the date of this news release. Except as required by law, the Company does not intend to update these forward-looking statements.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

VANCOUVER, BC, Nov. 24, 2021 /CNW/ – CubicFarm® Systems Corp. (“CubicFarms” or the “Company”) (TSX: CUB), a leading local chain agriculture technology company, today announced the closing of its previously announced bought deal public offering (the “Offering”) of common shares of the Company (the “Common Shares”).

The Offering was conducted through a group of underwriters consisting of Raymond James Ltd., Stifel Nicolaus Canada Inc., and Canaccord Genuity Corp. (the “Joint Bookrunners”), and Echelon Wealth Partners Inc. (together with the Joint Bookrunners, the “Underwriters”), by way of the short form base shelf prospectus (the “Base Prospectus”) of the Company dated December 14, 2020, as amended and restated on April 20, 2021, and as further amended and restated on October 13, 2021, as supplemented by a shelf prospectus supplement dated November 19, 2021 (the “Supplement”) prepared and filed in each of the provinces of Canada, other than the Province of Quebec (collectively, the “Jurisdictions”), and by way of a private placement in the United States.

Pursuant to the Offering, the Company issued a total of 16,000,000 Common Shares at a price of C$1.25 per Common Share for gross proceeds to the Company of C$20,000,000.

The net proceeds from the Offering will be used for continued organic growth, technology development, working capital and general corporate purposes.

“As we transition into a year of significant growth, this financing strengthens our balance sheet and supports our expanding business development and sales efforts,” said Dave Dinesen, Chief Executive Officer, CubicFarms. “We’re pleased to welcome new additional retail and institutional shareholders along with our existing shareholders in the Company on our mission to transform agriculture and enable farmers and ranchers to grow sustainably for generations to come.”

Arctic Securities LLC has acted as Global Financial Advisor in connection with the Offering.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About CubicFarms

CubicFarms is a leading local chain agricultural technology company developing and deploying technology to feed a changing world. Its proprietary ag-tech solutions enable growers to produce high quality, predictable produce and fresh livestock feed with HydroGreen Nutrition Technology, a division of CubicFarm Systems Corp. The CubicFarms system contains patented technology for growing leafy greens and other crops onsite, indoors, all year round. CubicFarms provides an efficient, localized food supply solution that benefits our people, planet, and economy.

For more information, please visit www.cubicfarms.com.

On behalf of the Board of Directors

“Dave Dinesen”

Dave Dinesen, Chief Executive Officer

Forward-looking and other cautionary statements

Certain statements in this release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, including, without limitation, statements with respect to: the use of proceeds from the Offering and the Company’s ability to advance the commercialization of its indoor growing technologies, to expand its business development and sale efforts, and to transform agriculture and enable farmers and ranchers to grow sustainably for generations to come. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of CubicFarm Systems Corp., or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information including the Company obtaining the approval of the Offering from the Toronto Stock Exchange and the other factors disclosed under “Risk Factors” in the Company’s annual information form for the year ended December 31, 2020, which is incorporated by reference in the Prospectus, and those risks described in other documents incorporated or deemed to be incorporated by reference in the Prospectus. Such statements can be identified by the use of words such as “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict”, and other similar terminology, or state that certain actions, events, or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur, or be achieved.

These statements reflect the Company’s current expectations regarding future events, performance, and results and speak only as of the date of this news release. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except as required by securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if the Company’s expectations regarding future events, performance, or results change.

SOURCE CubicFarm Systems Corp.

For further information: Media Contact: Andrea Magee, T: 236.885.7608, E: [email protected]; Investor Contact: Tom Liston, T: 416.721.9531, E: [email protected]

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as “expects”, “will”, “anticipates”, and “estimates”; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief “snapshot” of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled “Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.

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VANCOUVER, BC, Oct. 7, 2021 /CNW/ – HAVN Life Sciences Inc. (CSE: HAVN) (OTC: HAVLF) (FSE: 5NP) (the “Company” or “HAVN Life”) is pleased to announce that it has filed its final short form base shelf prospectus (the “Final Shelf Prospectus“) with the securities commissions in each of the provinces and territories of Canada and received a final receipt in respect thereof.

The Final Shelf Prospectus allows the Company to offer and issue up to $25,000,000 of common shares, debt securities, subscription receipts, warrants, units, or any combination of such securities (collectively, the “Securities“) during the 25-month period that the Final Shelf Prospectus remains effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and, subject to applicable regulations, may include “at-the-market distributions” (as such term is defined in National Instrument 44-102 – Shelf Distributions), public offerings or strategic investments. The specific terms of any offering of Securities (an “Offering“), including the use of proceeds from any Offering, will be set forth in any one or more prospectus supplement(s) to be filed with applicable securities regulators in connection with any such Offering(s).

A copy of the Final Shelf Prospectus, and copies of any prospectus supplement(s) that may be filed in the future, can be found under the Company’s SEDAR profile at www.sedar.com.

On Behalf of The Board of Directors
Tim Moore
Chief Executive Officer and Director

About HAVN Life Sciences Inc.

HAVN Life Sciences is a biotechnology company pursuing standardized extraction of psychedelic compounds for the creation of APIs, the development of natural health products, and innovative therapies to support brain health and enhance the capabilities of the mind.

Through its research division, HAVN Labs, the company has developed an end-to-end supply chain of standardized, naturally derived psychedelic compounds for research that will define the future of modern medicine. With its new line of natural health products, HAVN Life offers a full range of high-quality mushroom and plant extracts that help boost immune function, reduce inflammation and support a healthy lifestyle.

Purchase our products and find out more at yourhavnlife.com, and follow us on Facebook, Twitter,  Instagram and Youtube.

Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information in this news release relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to: (i) the filing and effectiveness of any potential prospectus supplement and (ii) the ability to offer, the amount and the terms of any Securities to be offered under one or more shelf prospectus supplement(s) to the Final Shelf Prospectus. All forward-looking information is based on the Company’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. 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. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: general market conditions; the Company’s ability to secure financing, on favourable terms, pursuant to the Final Shelf Prospectus and any prospectus supplement(s); the potential Offering of any Securities by the Company; uncertainty with respect to the completion of any future Offering; the ability to obtain applicable regulatory approval for any contemplated Offerings; the ability of the Company to negotiate and complete future financing transactions; and the additional risks described in the Company’s Annual Information Form for the year ended April 30, 2021. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The statements in this news release are made as of the date of this release.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

VANCOUVER, British Columbia, Sept. 24, 2021 (GLOBE NEWSWIRE) — Levitee Labs Inc. (the “Company” or “Levitee Labs”) (CSE: LVT) (OTCPK: LVTTF), an integrative wellness company with a diversified portfolio of healthcare and wellness assets, is pleased to announce that it’s common shares are now eligible for electronic clearing and settlement through the Depository Trust Company (“DTC”) in the United States (USA).

DTC is a subsidiary of the Depository Trust & Clearing Corporation, a U.S. company that manages the electronic clearing and settlement of publicly traded companies. Securities that are eligible to be electronically cleared and settled though DTC are considered “DTC eligible”. With an accelerated settlement period and reduced costs for investors and brokers, DTC eligibility is expected to simplify the process of trading and enhance liquidity of the Company’s shares in the United States.

Levitee Labs Inc’s common shares have been made eligible for book-entry delivery and depository services of the Depository trust Company to facility electronic settlement of transfers of its common shares in the United States. DTC eligibility will simplify the process of trading and is expected to enhance the liquidity of the Company’s common shares on the OTC Markets where Levitee Labs trades under the symbol “LVTTF”.

The company’s shares will continue to trade on the Canadian Securities Exchange (CSE) under the symbol “LVT”.

Founder and CEO Pouya Farmand states, “We are pleased to have obtained our DTC eligibility. This eligibility will simplify the process of trading shares in the USA, which will be beneficial to Levitee and our shareholders. With DTC eligibility, the increased accessibility and visibility is expected to attract greater investment and trading liquidity from American investors as our shares will be available to a broader range of investors as we continue to expand our business.”

About Levitee Labs Inc.

Levitee Labs is establishing itself as a leader in the integrative wellness space. Through leveraging an M&A regimen that focuses on the centralization of complementary integrative wellness assets, Levitee Labs aims to transform mental health and addiction treatments through the integration of psychedelic medicines and therapies. The company’s current portfolio of assets includes: ACT Medical Centres, a group of five addiction and pain treatment clinics in Alberta; Block MD, the first technology company in Alberta to receive provincial approval for electronic -prescriptions in the addiction treatment space; three pharmacies operating in Alberta specialized in filling prescriptions for patients with substance use disorders, mental health conditions, and chronic pain; Earth Circle Organics, a direct-to-consumer and wholesaler of supplements and superfood products with 180+ SKUs in its product lineup across three brands and MONKE Nutraceuticals, a company specialized in developing and distributing premium functional mushroom supplements sold via online portals as well as brick and mortar retailers. Further information about Levitee Labs is available on its website at leviteelabs.com.

Forward-Looking Statements

This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance, or achievements that Levitee Labs anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, statements respecting trading liquidity and business expansion. Levitee Labs’ business plans and proposed products, and the benefits derived from mushroom-infused products. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. These statements and other forward-looking information are based on assumptions made by Levitee Labs based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release as well as management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. These assumptions may also be based on information obtained from third-party industry analysts and other third-party sources. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Levitee Labs as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks associated with the following: Levitee Labs’ limited history of operations; ability to secure additional financing; negative cash flow from operating activities since inception; regulatory requirements; changes in consumer preferences; supply of raw materials; reliance on a limited number of products; brand awareness; the ability to develop, market and produce new products; dependence on certain key senior managers; reliance on third parties for manufacturing and packaging; potential product liability claims and product recalls; and significant competition. For additional information regarding these risks, please see the risk factors identified and reported in Levitee Labs’ public filings under its SEDAR profile at www.sedar.com. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on forward-looking statements or information. The forward-looking information is made as of the date of this news release, and Levitee Labs assumes no obligation to publicly update or revise such forward-looking information, except as required by applicable securities laws. The CSE (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release and accepts no responsibility for the adequacy or accuracy hereof.

For further information about Levitee Labs Inc., please contact:

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

TORONTO, September 23, 2021–(BUSINESS WIRE)–SOL Global Investments Corp. (the “Company” or “SOL Global“) (CSE: SOL) (OTCQ: SOLCF) (Frankfurt: 9SB) is pleased to announce that further to its press release dated September 7, 2021, its board of directors (the “Board“) has approved the launch and terms of a substantial issuer bid (the “Offer“) pursuant to which SOL Global will offer to purchase for cancellation up to $30,000,000 of its outstanding common shares (the “Common Shares“).

Subject to filing and/or obtaining the necessary exemptive relief under applicable securities laws, the Offer will proceed by way of a “Dutch auction”. Holders of Common Shares wishing to tender to the Offer will be entitled to specify the number of Common Shares being tendered at a price of not less than $4.05 and not more than $4.25 per Common Share in increments of $0.05 per Common Share (the “Auction Tender“).

The purchase price to be paid by SOL Global for each validly deposited Common Share will be determined upon expiry of the Offer and will be based on the number of Common Shares validly deposited and the prices specified by shareholders as part of their Auction Tender. As a result, SOL Global shareholders who tender their Common Shares will set the purchase price for the Offer. The purchase price will be the lowest price (which will not be more than $4.25 per Common Share and not less than $4.05 per Common Share) which enables SOL Global to purchase Common Shares up to the maximum amount available under the Offer, determined in accordance with the terms of the Offer. Common Shares deposited at or below the purchase price as finally determined by SOL Global will be purchased at such purchase price. Common Shares deposited at prices above the purchase price will not be taken up in connection with the Offer and will be returned to the respective shareholders.

If the aggregate purchase price for Common Shares validly tendered is greater than the amount available under the Offer, SOL Global will purchase Common Shares from the holders of Common Shares who made purchase price tenders or tendered at or below the purchase price as finally determined by SOL Global on a pro rata basis, except that “odd lot” holders (holders of less than 100 Shares) will not be subject to proration.

SOL Global expects to mail the formal offer to purchase, issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the “Offer Documents“) containing the terms and conditions of the Offer, instructions for tendering Common Shares, and the factors considered by SOL Global’s Board in making its decision to approve the Offer, among other things, in approximately one week. The Offer Documents will be filed with the applicable securities regulators in Canada and will be available under the Company’s profile on SEDAR at www.sedar.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.

The Offer will not be conditional upon any minimum number of Common Shares being tendered. The Offer will, however, be subject to other conditions described in the Offer Documents and SOL Global will reserve the right, subject to applicable laws, to withdraw, extend or vary the Offer, if, at any time prior to the payment of deposited Common Shares, certain events occur. The Offer is expected to remain open for acceptance until 11:59 p.m. (Toronto time) on the date that is 35 days from the date the offer is commenced, unless withdrawn, extended or varied by SOL Global. SOL Global expects to file with securities commissions an application for exemptive relief to allow it to extend the Offer.

SOL Global’s Board has approved the making of the Offer and the purchase price for Common Shares, however none of SOL Global, its Board, the dealer manager or the depositary makes any recommendation to any shareholder as to whether to deposit or refrain from depositing any Common Shares under the Offer. Shareholders are urged to carefully evaluate all information in the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Common Shares under the Offer and, if so, how many Common Shares to deposit and at what price or prices.

The Offer referred to in this press release has not yet commenced. This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell SOL Global’s Common Shares. The solicitation and the offer to buy the Common Shares will only be made pursuant to Offer Documents to be filed with the applicable securities regulators in Canada and remains subject to SOL Global filing and/or obtaining certain exemptive relief under applicable securities laws in Canada. The Offer will be optional for all shareholders, who will be free to choose whether to participate, how many Common Shares to tender and at what price to tender within the specified range. Any shareholder who does not deposit any Common Shares (or whose Common Shares are not repurchased under the Offer) will realize a proportionate increase in equity interest in SOL Global, to the extent that Common Shares are purchased under the Offer.

SOL Global has retained Clarus Securities Inc. (“Clarus“) to act as financial advisor and dealer manager in connection with the Offer. Any questions or requests for information may be directed to Clarus, as dealer manager for the Offer, Rob Orviss at [email protected].

About SOL Global Investments Corp.

SOL Global is a diversified investment and private equity holding company engaged in the small and mid-cap sectors. SOL Global’s investment partnerships range from minority positions to large strategic holdings with active advisory mandates. The Company’s seven primary business segments include Retail, Agriculture, QSR & Hospitality, Media Technology & Gaming, and New Age Wellness.

The Company’s head office is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9.

Cautionary Statements

This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. The forward-looking information contained in this press release includes, without limitation, information relating to the Company’s intentions and expectations with respect to pursuing the Offer; the Company obtaining any necessary regulatory approval or exemptive relief, if required, for the Offer; the aggregate amount to be paid for Common Shares purchased for cancellation under the Offer; the timing for commencing the Offer; and the Company’s commitment and ability to return cash to shareholders.

Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.

By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release including the Offer not occurring as expected, any failure of any condition to the Offer, the extent to which shareholders elect to tender their Common Shares under the Offer, the Company having sufficient financial resources and working capital following completion of the Offer, the inability or failure of the Company’s portfolio companies to execute their business and strategic plans as contemplated or at all, changes in national or regional economic, legal, regulatory and competitive conditions and a resurgence in the COVID-19 pandemic.

Other risk factors include: the risks resulting from investing in the US marijuana industry, which may be legal under certain state and local laws but is currently illegal under U.S. federal law; the risks of investing in securities of private companies which may limit the Company’s ability to sell or otherwise liquidate those securities and realize value; reliance on management; the ability of the Company to service its debt; the Company’s ability to obtain additional financing from time to time to pursue its business objectives; competition; litigation; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors can also be found in the Company’s current MD&A, which has been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.

The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210923005538/en/

Contacts

SOL Global Investments Corp.
Paul Kania, Chief Financial Officer
Phone: (212) 729-9208
Email: [email protected]

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.