• The proposed acquisition of Siam Ventures, which provides contract manufacturing services through a subsidiary, will act as a gateway to large Asian markets for PharmaCielo product.
• Experienced investor, businessman and lawyer Louis Desmarais, the current Chairman and CEO of Siam Ventures, will join the Company’s board of directors on closing.

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

All amounts expressed in Canadian dollars unless otherwise noted

Toronto, Ontario and Rionegro, Colombia–(Newsfile Corp. – April 10, 2024) – PharmaCielo Ltd. (TSXV: PCLO) (OTCQX: PCLOF) (“PharmaCielo” or the “Company”), the Canadian parent of Colombia’s premier cultivator and producer of dried flower and medicinal-grade cannabis extracts, PharmaCielo Colombia Holdings S.A.S., today announced that it has signed a binding Letter of Intent to enter a proposed transaction (the “Proposed Acquisition”) whereby it would acquire 100% of the issued and outstanding shares of Siam Ventures Corporation (“Siam Ventures”) in exchange for common shares of PharmaCielo (the “PharmaCielo Shares”), representing aggregate consideration value of $3,000,000 (the “Purchase Price”). The Purchase Price shall be payable on closing of the Proposed Acquisition by way of the issuance of 13,636,363 PharmaCielo Shares to the shareholders of Siam Ventures on a pro rata basis, representing the equivalent of $3,000,000 (the “Consideration Shares”). The number of Consideration Shares to be issued have been determined based on a price of $0.22 per Consideration Share, which is equal to the volume weighted average price of the PharmaCielo Shares traded on the TSX Venture Exchange (“TSXV”) for the twenty (20) trading days immediately preceding today. Completion of the Proposed Acquisition is subject to due diligence, regulatory approvals, and the satisfaction of other customary closing conditions.

PharmaCielo also announced that it is undertaking a non-brokered private placement of 9,090,909 units (“Units”) at a price of $0.22 per Unit (the “Offering Price”), under the Listed Issuer Financing Exemption (“LIFE”). Certain insiders of PharmaCielo and existing investors of Siam Ventures plan to participate in the Offering. Each Unit will be comprised of (i) one common share (a “Common Share”) of the Company and (ii) one Common Share purchase warrant (a “Warrant”) of the Company (the “Offering”), for gross proceeds of $2.0 million. The Company has the option to increase the size of the Offering to $3.0 million, or an additional 4,545,455 Units. Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of $0.30 for a period of 24 months. Closing of the Offering may take place in one or more tranches, provided that the final tranche closing will occur no later than May 25, 2024, being 45 days following the date hereof (the “Closing Date”). The Company intends to use the net proceeds from the Offering to finance general working capital requirements, expand international markets, and to facilitate the production of product based on the current demand of its customers. Closing of the Offering is subject to regulatory approval including that of the TSX Venture Exchange (the “TSXV”). For additional terms of the Offering, refer to the section titled Additional Terms of the Offering in this press release.

Management Commentary

Marc Lustig, Chairman and CEO of PharmaCielo commented, “This proposed acquisition will provide PharmaCielo with a ready pipeline for its high-quality product as large Asian markets begin to open to cannabinoids. On closing, Louis Desmarais will join our board of directors. Mr. Desmarais is a uniquely qualified and accomplished professional with deep ties in these markets and we expect to benefit from his guidance.”

Mr. Lustig continued, “PharmaCielo’s management team has worked relentlessly over the past two years to drive efficiencies while building our sales pipeline. Our strategy is longer term in nature, based on early adoption in newly opening markets and integration into development-stage products. This strategy takes time to work, but it is about to start paying off. The recent announcement of Ease Labs’ contract with the State Government of São Paulo in Brazil, relying on our proprietary API, is just the beginning. I am personally one of the Company’s largest investors and am confident that this strategy will create enormous shareholder value as markets continue to open, and product development pipelines that are currently early stage, go commercial.”

Louis Desmarais, Chairman and CEO of Siam Ventures added, “Asia represents a very large, long-term opportunity for international cannabis producers. We have spent the past five years establishing the networks required to provide robust distribution across the continent as individual markets begin to open. We have chosen to join with PharmaCielo, and to invest our own capital alongside Marc and other insiders, because we believe that PharmaCielo has all the key attributes required for success in international markets – a deep shelf of high-quality products, a proprietary genetics bank, in-house pharma-level formulation expertise, low incremental cost to scale, and a structural cost advantage. Siam Ventures’ team brings a plug and play manufacturing and distribution platform in a region that we expect will become a much larger part of the global cannabis conversation over the next decade. We look forward to working with Marc and the team to capture this opportunity for PharmaCielo shareholders.”

Siam Ventures Corporation

Siam Ventures, and its principals with over 20 years of business experience in Thailand, have built enduring networks at the intersection of business, government and politics across Asia.

Louis Desmarais

Louis Desmarais is currently the Chairman & CEO of Siam Ventures. Mr. Desmarais is also the Honorary Consul General – Montreal, as well as an Honorary Trade Advisor, for the Royal Kingdom of Thailand.

Prior to Siam Ventures, Mr. Desmarais was the Managing Partner of Darwin Financial Corporation and the founder and managing partner of St-Lawrence Capital, LP, an early-stage venture capital fund, whose main investors included The Caisse de Dépôt et Placement du Québec, the Quebec Solidarity Fund and Investment Quebec. Before that, he was a general partner of Skypoint Capital Corporation, where he led Skypoint’s fundraising efforts and ran the fund’s Quebec operations. Prior to this, he was a partner of Wynnchurch Capital, a $500 million private equity firm based in Chicago and Montreal, where he played a key role in fund raising, and sourcing and monitoring the fund’s early-stage ventures. Between 1987 and 1999, Mr. Desmarais managed Desmarais Capital Corporation.

Mr. Desmarais began his career as a Chartered Accountant at Deloitte & Touche, following which he studied law. In 1985, he was the law clerk for the Chief Judge of the Tax Court of Canada, following which he was the law clerk for Justice Jean Beetz at the Supreme Court of Canada. In 1986, he joined the law firm of McCarthy Tétrault as a securities lawyer.

Additional Terms of the Offering

The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the “Offering Document “) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at www.pharmacielo.com. Prospective investors should read the Offering Document before making an investment decision.

In connection with the Offering, the Company will pay a commission or finder’s fee to eligible persons from the gross proceeds raised under the Offering. The Units will be offered by way of private placement in Ontario and such other provinces and territories of Canada and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States. 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 Units in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Units, Common Shares, Warrants and Warrant Shares issuable thereunder have not been, nor will they be, registered under the US Securities Act and such securities may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons, absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. This press release does not constitute an offer of Units, Common Shares and Warrants for sale, nor a solicitation for offers to buy such securities.

Financial and Legal Advisors

Bennet Jones LLP has acted as legal counsel and Cormark Securities Inc. as financial advisor for the Proposed Acquisition and Offering.

Grant of Stock Options, Restricted and Deferred Share Units

Effective April 9, 2024, PharmaCielo granted an aggregate of 3,050,000 stock options, 300,000 Deferred Share Units (“DSUs”), and 1,060,000 Restricted Share Units (“RSUs”) to directors, officers, and key employees. The Company also issued 1,545,948 DSUs to settle $340,109 director fees owed. The options and RSUs vest 50% immediately, 25% on the first-year anniversary and 25% on the second-year anniversary. The options are exercisable at $0.22 per share and expire five years from the date of grant. The RSUs, DSUs and options are granted pursuant to the Company’s RSU, DSU and stock option plans, respectively.

Shares for Settlement of Certain Amounts Owing

Today, the Company announced that as approved by TSXV, it issued 639,439 common shares of the Company (“Settlement Shares”), in satisfaction of $134,077 debt owed to certain former service providers of the Company.

The Company also announced that it intends to further issue, subject to the approval of TSXV, up to 1,323,960 Settlement Shares, in satisfaction of $291,270 debt owed to certain service providers of the Company. The deemed price of the common shares to be issued have been determined as C$0.22, being the 20-day Volume Weighted Average Price on the date the board of directors of the Corporation approved issuance of shares, (the “Deemed Price”). The Settlement Shares will be subject to a four-month hold period under applicable Canadian securities laws, starting from the date of issuance of the Settlement Shares.

About PharmaCielo

PharmaCielo Ltd. (TSXV: PCLO) (OTCQX: PCLOF) is a global company, headquartered in Canada, with a focus on ethical and sustainable processing and supplying of all natural, pharmaceutical-grade medical cannabis products to large channel distributors. PharmaCielo’s principal (and wholly owned) subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered at its cultivation and processing center located in Rionegro, Colombia.

The board of directors and executive team of PharmaCielo are comprised of a diversely talented group of international business executives and specialists with relevant and varied expertise. PharmaCielo recognized the significant role that Colombia’s ideal location plays in building a sustainable business in the medical cannabis industry, and the Company, together with its directors and executives, is executing on a business plan focused on supplying the international marketplace.

For further information:

Ian D. Atacan, Director & Chief Financial Officer
+1 (416) 562-3220
i.atacan@pharmacielo.com

Media and Investor Inquires:
investors@pharmacielo.com

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “expects”, “is expected”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may” or “will” be taken, occur or be completed or achieved.

Forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including changes to PharmaCielo’s development plans, the failure to obtain and maintain all necessary regulatory approvals relating to the export of cannabinoid products and the import of these products into other countries, TSX Venture Exchange approval, the inability to export or distribute commercial products through sales channels as anticipated due to economic or operational circumstances, risks associated with operating in Colombia, fluctuation of the market price for the Company’s products, risks associated with global economic instability relating to COVID-19 or other developments, risks related to retention of key Company personnel, currency exchange risk, competition in PharmaCielo’s market and other risks discussed or referred to under the heading “Risk Factors” in PharmaCielo’s Annual Information Form for the financial year 2019, and the Management’s Discussion and Analysis for the financial year 2022 which are both available at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, PharmaCielo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the 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 press 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–(Newsfile Corp. – February 8, 2023) – EGF Theramed Health Corp. (CSE: TMED) (OTC Pink: EVAHF) (FSE: AUH) (the “Company” of “EGF“) is pleased to announce it has progressed forward and is now very close to acquiring various dispensary targets in British Columbia. Having looked at targets throughout Canada for the last few months, the market has become increasingly favorable to acquire assets from distressed single store operators favoring scaled centralized operations. Many single store operators that gained an early mover advantage have felt the effects COVID to their bottom line giving EGF an advantage in its acquisitions.

“Since joining Theramed it has been my goal to hand pick the highest quality assets with optimal value. Our company has the ability to raise capital quickly and therefore make significant acquisitions that will lead to instant significant revenue. Our first targeted acquisition is on Vancouver Island, which is famous for its cannabis production and we feel is significantly undervalued. In the coming period, we will look to take this company into generating multimillion revenue; pending we are able to find high value acquisition targets,” states Connor Yuen, CEO.

EGF Theramed has been looking for specific dispensaries that are specially designed to convert and attract customers into the local legal cannabis market. Through the acquisition of established retail outlets, the Company will develop a retail experience that fosters a community and builds a network of customers. The Company expects to offer a large selection of cannabis products and to offer educational materials and resources to customers. The company is targeting prime real estate in high foot traffic areas to maximize consumer accessibility. “We see a huge advantage to expanding our business operations into the retail space. Creating a direct line of communication with the end consumer and obtaining further insight into consumer habits directly aligns with our goals in addition to elevating our revenues. This will be the first step of many in incorporating technology and innovation with the Company’s long-term vision,” states Connor Yuen, Chief Executive Officer, EGF Theramed Health.

With the increase in cannabis consumption, EGF aims to capitalize on the retail market opportunity, creating another favourable section of the business. Around 50% of cannabis users reported increased consumption since the start of the pandemic. Generation Z’s market share has doubled over the course of the last two years (from 8.3% in the first quarter of 2020 to 15% in the last quarter of 2021), making them the demographic with the highest rise.¹ The size of the legal adult-use cannabis market in Canada stands at $5.43 billion Canadian Dollars in 2022. By 2026, this market is forecast to reach $10.44 billion Canadian Dollars.² The market data shows the growth trajectories increasing at an accelerated pace, giving EGF substantial room for growth with its potential retail assets.

The Company continues to seek potential partnerships and acquisitions in addition to the current opportunity under review. Further, the Company expects to engage online marketing for a sum of $250,000 USD to broaden the Company’s reach within the investment community, increasing investor awareness of the Company, and attracting potential new investors through various on-line platforms and methods of engagement. The marketing services include project management and consulting for an on-line marketing campaign, coordinating marketing actions, maintaining and optimizing AdWords campaigns, adapting AdWords bidding strategies, optimizing AdWords ads, and creating and optimizing landing pages. The promotional activity will occur by e-mail, Facebook and Google.

ABOUT EGF THERAMED HEALTH CORP.

(CSE: TMED) (OTC Pink: EVAHF) (FSE: AUHP)

EGF is a consumer technology company engaged in the provision of biomedical online services for monitoring and treating common health problems. The Company, through its subsidiaries, has assets and technologies used in the extraction and purification of botanical extracts and the creation of extract formulations, as well as medical monitoring device technology. The Company is working to collaborate with other companies for medical technology, equipment protocols and laboratory SOPs.

For more information please contact:

EGF THERAMED HEALTH CORP.

Doug McFaul
Email: [email protected]
Telephone: (778) 331 8505
Website: http://www.theramedhealthcorp.com
CSE Micro-site: http://thecse.com/en/listings/technology/Theramed-Health-Corporation
US OTC Markets (OTCQB): http://www.otcmarkets.com/stock/EVAHF/news
Frankfurt Borse: http://www.boerse-frankfurt.de/equity/egf-theramed-health-corp-1

CAUTIONARY LANGUAGE

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to the completion of the Transaction contemplated by the Term Sheet. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this 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. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

¹ https://www.npws.net/blog/cannabis-industry-statistics
² https://www.statista.com/statistics/1244942/canada-legal-recreational-cannabis-market-size/

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.

• Strategic transaction assembles an experienced management and scientific team world-renowned in mental health treatment, research and development
• Establishes large footprint of 17 specialized mental health clinics across North America, enhanced by a telehealth platform expected to extend access to critical treatments for millions of people across multiple states in the US
• Combined network of clinics creates a leading international mental health research platform for in-human clinical development of novel therapeutics

Toronto, Ontario–(Newsfile Corp. – January 27, 2023) – Braxia Scientific Corp. (CSE: BRAX) (OTC Pink: BRAXF) (FSE: 4960) (“Braxia “, or the “Company”) a medical research company providing psychiatric, innovative ketamine and psilocybin treatments for mental health disorders, is pleased to announce it has entered into a non-binding amended and restated letter of intent (“LOI”) for a business combination with Irwin Naturals Inc. (CSE: IWIN) (OTCQB: IWINF) (FSE: 97X) (“Irwin”) . Irwin has been one of North America’s leading health and wellness companies for nearly three decades and has recently developed a rapidly growing network of mental health clinics in the US. The LOI sets forth the material terms and conditions upon which Irwin will acquire all of the issued and outstanding common shares (the “Braxia Shares”) of Braxia (the “Proposed Transaction”).

Under the terms of the LOI, Irwin is prepared to offer a purchase price per Braxia Share based upon a valuation of the outstanding Braxia Shares of US$30,000,000 and a deemed value per subordinate voting share (“Irwin Share”) and/or proportionate voting share of Irwin (“Consideration Shares”) equal to the greater of US$3.00 and the volume weighted average trading price of Irwin Shares on the Canadian Securities Exchange (the “CSE”) for the 20 trading days immediately prior to the execution of the Arrangement Agreement. The purchase price would be payable on closing of the Proposed Transaction (the “Closing Date”) by the issuance of Consideration Shares to each holder of Braxia Shares. Based on the closing price of Irwin Shares and Braxia Shares on the CSE on January 25, 2023 of C$3.80 and C$0.05, respectively, the purchase price and exchange ratio imply a 315.72% premium to the price of Braxia Shares. The number of Consideration Shares will also be adjusted upward in the event that the total consideration received by holders of Braxia Shares is less than US$30,000,000, to be determined at a specified period of time after the Closing Date and as set forth in the Arrangement Agreement.

The final purchase price per Braxia Share and the exchange ratio will be set forth and determined at the time the Arrangement Agreement is executed. The LOI further provides that the Consideration Shares would be subject to a lock-up period (the “Lock-Up”) and would be restricted from transfer or sale for a period of 6 months after the Closing Date. Insiders of Braxia would be subject to a Lock-Up period of 12 months from the Closing Date.

Additionally, under the terms of the LOI and in connection with the Proposed Transaction, it is expected that the convertible securities of Braxia would, pursuant to the Arrangement Agreement, either remain outstanding in accordance with their terms or be exchanged for substantially similar securities of Irwin.

The LOI is non-binding and there is no assurance that the Proposed Transaction will be completed as proposed. The completion of the Proposed Transaction is subject to, among other things (i) completion of satisfactory due diligence by each of Braxia and Irwin; (ii) negotiation of and the entering into of a binding definitive Arrangement Agreement in connection with the Proposed Transaction; (iii) receipt of all required corporate approvals from the board of directors of Braxia and Irwin, respectively, and all regulatory and shareholder approvals, including the approval of the CSE and any required third-party consents: and (iv) Braxia having at least C$575,000 in working capital immediately before closing on the Closing Date.

Creating a New Market Leader in US and North American Mental Health

The combined business creates a new market leader with operations in multiple markets in the US (~40+ markets) and in Canada across three important business verticals;

• Clinics: A large and rapidly growing network of clinics providing much needed mental health services. The network of clinics will act as highly specialized hubs of excellence with several deployed in larger population centers, while others will be deployed more regionally to greatly improve and expand access to mental health services throughout the North American market;

• International Clinical Research Services: A leading mental health clinical research organization (CRO) providing in-human clinical study services to a growing pipeline of strategic pharmaceutical sponsors and partners looking to develop innovative therapeutic and diagnostic products to secure marketing authorization from FDA and other health regulators;

• Telehealth: A telehealth platform (KetaMD) designed to expand access to patients virtually in ~40+ US state, extending the operational reach of the clinics within the network, providing services to patients directly in their own home, and multiplying the supply of mental health services available in the market today.

Dr. Roger McIntyre, CEO, Braxia Scientific commented, “With a proven track record of execution in the wellness sector spanning nearly three decades, Irwin has established a strong foothold in mental health. Its growing network of US based clinics combined with its experienced team and access to capital, makes Irwin an excellent partner for Braxia. More importantly, we will be able to quickly and better address the unmet need for treatment of millions of people living with mental health disorders across North America.”

Klee Irwin, CEO, Irwin Naturals, “We are excited to be building North America’s leading mental health and depression network under the medical expertise of Braxia’s scientific management team, including Dr. McIntyre, the world’s foremost expert in depression and ketamine research. This combination is a major accelerator and differentiator for Irwin’s network of Emergence^TM clinics across the US as we launch clinical research services for large pharma and emerging biotechnology companies and enhance our capacity with telemedicine capabilities. Additionally, we are pleased to continue support Braxia’s growth and access to more attractive financing making this an attractive potential business combination for Braxia shareholders.”

Adam Berk, President, Irwin Naturals added, “This combination will optimize the drive for growth of mental health services, creating a first mover advantage in many important markets in North America, while also expanding innovative drug development research to benefit from economies of scale across the businesses.”

None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Irwin Naturals Inc.

Irwin Naturals has been a household name and best-in-class herbal supplement formulator since 1994. It is now leveraging its brand to enter into both the cannabis and psychedelic industries. On a mission to heal the world with plant medicine, Irwin has operated profitably for over 27 years.1 Irwin’s growing portfolio of products is available in more than 100,000 retail doors across North America, where nearly 100 million people know the Irwin Naturals brand.2 In 2018, the Company first leveraged its brand to expand into the cannabis industry by launching hemp-based CBD products into the mass market. The Company is now leveraging its famous halo of brand trust with an objective to become one of the first household name brands to offer THC-based products and psychedelic mental health treatment. Irwin Naturals became a publicly traded company on the Canadian Securities Exchange (CSE) in August 2021. The Company’s shares began to be traded on the OTCQB Venture Market in November 2021. More information on the Company’s stock can be found via Bloomberg as well as the Wall Street Journal.

About Braxia Scientific Corp.

Braxia Scientific is a medical research and telemedicine company with clinics that provide innovative ketamine treatments for persons with depression and related disorders. Braxia also launched its U.S. based end-to-end telemedicine platform KetaMD, that utilizes leading technology to provide access to safe, affordable, and potentially life-changing at-home ketamine treatments for people living with depression and related mental health conditions. Through its medical solutions, Braxia aims to reduce the illness burden of brain-based disorders, such as major depressive disorder among others. Braxia is primarily focused on (i) owning and operating multidisciplinary clinics, providing treatments in-person and virtually for mental health disorders, and (ii) research activities related to discovering and commercializing novel drugs and delivery methods. Braxia seeks to develop ketamine and derivatives and other psychedelic products from its IP development platform. Through its wholly owned subsidiary, Braxia Health (formerly the Canadian Rapid Treatment Center of Excellence Inc.), operates multidisciplinary community-based clinics offering rapid-acting treatments for depression located in Mississauga, Toronto, Kitchener-Waterloo, Ottawa, and Montreal.

ON BEHALF OF THE BOARD

“Dr. Roger S. McIntyre”
Dr. Roger S. McIntyre

Chairman & CEO

– 30 –

FOR FURTHER INFORMATION PLEASE CONTACT:

Braxia Scientific Corp.
Tel: 416-762-2138
Email: [email protected]
Website: www.braxiascientific.com

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

Forward-looking Information Cautionary Statement

This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations, or beliefs of future performance are “forward-looking statements.”

Forward-looking statements include statements about the intended promise of ketamine-based treatments for depression, the potential for ketamine or other psychedelics to treat other mental health conditions, the ability of telemedicine and the Proposed Transaction to address the unmet need for mental health disorders or expand or accelerate the growth of Braxia or Irwin, the potential business or strategic advantages to either Irwin or Braxia in connection with the Proposed Transaction, the negotiation and execution of a definitive Arrangement Agreement, the completion and proposed terms of the Proposed Transaction and the acquisition of all of the issued and outstanding Braxia Shares, required conditions precedent to the Proposed Transaction, including regulatory, court, and securityholder approvals for the Proposed Transaction, and the anticipated benefits of the Proposed Transaction. Such forward- looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events, or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the failure of ketamine, psilocybin and other psychedelics to provide the expected health benefits and unanticipated side effects, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, municipal, local or other licenses and engaging in activities that could be later determined to be illegal under domestic or international laws. Ketamine and psilocybin are currently Schedule I and Schedule III controlled substances, respectively, under the Controlled Drugs and Substances Act, S.C. 1996, c. 19 (the “CDSA”) and it is a criminal offence to possess such substances under the CDSA without a prescription or a legal exemption. Health Canada has not approved psilocybin as a drug for any indication, however ketamine is a legally permissible medication for the treatment of certain psychological conditions. It is illegal to possess such substances in Canada without a prescription.

These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements.

Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, including the Amended and Restated Listing Statement dated April 15, 2021 and its most recent MD&A, which are available at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in 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.

TEL AVIV, Israel, Dec. 14, 2022 (GLOBE NEWSWIRE) — SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system, today announced that it has entered into a non-binding letter of intent (“LOI”) for the sale of a 50% interest in its wholly owned subsidiary, SciSparc Nutraceuticals Inc. (the Subsidiary”), which owns Wellution^TM , a top- selling Amazon.com Marketplace brand, to Jeffs’ Brands Ltd. (“Jeffs’ Brands”)( Nasdaq: JFBR), a data-driven e-commerce company operating on Amazon, for $3 million in cash or a combination of cash and ordinary shares of Jeffs’ Brands, as agreed by the parties.

The sale is subject to the negotiation and the execution of a binding definitive agreement. There can be no assurances that the sale will proceed, nor can there be any assurance as to the final definitive terms thereof, including form of consideration.

Recently, the Company entered into a non-binder letter of intent with Jeffs’ Brands to establish a joint venture together for the development of a new food supplements product line and the online marketing of such supplements.

Mr. Oz Adler, the Chief Executive Officer and the Chief Financial Officer of the Company, is the Chairman of Jeffs’ Brands and the Chairman of the Company is a director of Jeffs’ Brands.

About SciSparc Ltd. (Nasdaq: SPRC):

SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company is currently engaged in the following drug development programs based on THC and/or non-psychoactive cannabidiol (CBD): SCI-110 for the treatment of Tourette Syndrome, for the treatment of Alzheimer’s disease and agitation; SCI-160 for the treatment of pain; and SCI-210 for the treatment of autism spectrum disorder and status epilepticus.

About SciSparc Nutraceuticals Inc.

SciSparc Nutraceuticals Inc. owns Wellution, a brand that sells dozens of hemp-based products, including hemp gummies, hemp oil capsules, hemp gel, hemp cream, detox pills, height pills, antibacterial creams, and anti-aging creams, among other beauty and hair treatment products that are all manufactured in the United States. Wellution offers eight variations of natural hemp candy supplements under two parent Amazon Standard Identification Numbers (“ASINs”) on Amazon that are differentiated by their hemp oil potency. The leading parent ASIN, which was launched in 2019, has received over 26,500 reviews and is consistently ranked as the #1 best seller in the category. In total, the brand has over 40,000 product reviews, most of which are 4 and 5-star reviews.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc is using forward-looking statements when it discusses the potential to enter into definitive agreement with respect to the transaction described above and potential future cash payments. Because such statements deal with future events and are based on SciSparc’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc could differ materially from those described in or implied by the statements in this press release. The forward- looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in SciSparc’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2022, and in subsequent filings with the SEC. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.

Investor Contact:
[email protected]
Tel: +972-3-6167055

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.

CLOVERDALE, CA / ACCESSWIRE / October 26, 2022 / Cann American Corp. (OTC PINK:CNNA), the “Company”, a holding company building a diverse portfolio of intellectual properties, is pleased to announce the Company has entered into a binding letter of intent (“LOI”).

Under the terms of the agreement Cann American will acquire 80 million common shares of Mark2media Group, constituting 80% majority ownership in Mark2, in exchange of 1,500,000 series B preferred shares of Cann American.

Mark2media Group is a technology company with a vision to develop and distribute applications globally under a unique business model that eliminates heavy end user costs. Mark2 is registered with Google Play, Apple Store, Steam and Oculus.

Mark2 launched its first game, Infinite Dragoon, in September of 2021 and has received thousands of Google Play and Apple Store downloads. Mark2’s next game, Dragon Caster: Age of Infinity, is in the final stages of development and has already received over 10,000 sign ups.

In addition to the Mark2 acquisition, the terms of the deal will see current CEO, Jason Black, step down as a Director and Officer of the Company and Mr. Alex Woods-Leo appointed as new Director and CEO.

Mr. Alexander Woods-Leo is a published developer and patent holder with over a decade of experience with public companies and financial services. Mr. Woods-Leo also currently serves as a Director and CEO of Mark2media Group.

Assets such as the Company’s 20% stake in Cannagram are expected to remain with the Company as management believes that Mark2’s technology experience will greatly enhance the goals of Cannagram to expand into a technology driven cannabis delivery application.

Finally, the terms of the agreement require incoming management to make every best effort in up listing the Company to the OTCQB tier. The acquisition and change of management are expected to close on October 31, 2022.

Stated Cann American CEO, Jason Black: “I believe the Company’s initial expansion into the technology space and the pending appointment of Mr. Woods-Leo is the right direction for the Company. While this transition will allow myself to focus on other endeavors, it will also allow for significant growth opportunities and additional planned acquisitions for Cann American under Mr. Woods-Leo’s intention of expanding into a vastly diversified holding company.”

About Cann American Corp.

Cann American was formed in 2015 with an initial focus on developing legal cannabis industry infrastructure projects in Northern California. Now a publicly traded company under symbol (CNNA), Cann American Corp., through its subsidiaries, has expanded its focus toward developing assets and technologies through strategic acquisitions nationally.

Forward Looking Statements:

This press release contains forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Cann American Corp.
Contact: [email protected]
Twitter: https://Twitter.com/CNNA_OTC

Mark2media Group.
Contact: [email protected]
Twitter: https://Twitter.com/RealMark2media

SOURCE: Cann American Corp.

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.

Springfield, Oregon–(Newsfile Corp. – October 20, 2022) – Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) (“Silo Wellness” or the “Company”), Oregon’s only publicly traded psychedelics company, is pleased to announce it has executed a binding term sheet for a joint venture with New Frontier Ranch in the majestic Green Springs area of Jackson County Oregon, east of Ashland, pending the results of the opt-out ballot measure in the upcoming November 8^th election. New Frontier Ranch is a 960-acre property that can potentially accommodate hundreds of guests at a time between the existing log cabins and court-approved campsites.

A one-of-kind destination guest recreation property among Oregon’s restrictive and complex land use laws

“This property has an abundance of water rights in this drought-stricken portion of our beautiful state and has court-approved camping spots with room to expand due to a special court decree grandfathering in these property rights years ago,” stated Silo Wellness founder and CEO Mike Arnold, an Oregon attorney. “Under Oregon’s tough rural land use laws, this property is truly a gem that could allow for scaling for psychedelic retreats rather quickly at a lower price point. Absent full legality and total removal of the dead hand of the government – which is still necessarily present in this emerging market – scaling is the only way to make this industry affordable while ensuring client safety.”

“My vision for this property is as a sacred sanctuary for holistic health and wellness,” stated David Kaplan, New Frontier owner-operator. Mr. Kaplan has over 45-years’ experience in the CPG space involving diet and nutrition, as well as the yoga and meditation space. “This property can truly be the marvel of holistic healing for the mind, body, and soul. Mushroom therapy is just one potential component of a much larger plan for rejuvenation and wellness. Living on this property for several years, I see so much potential for the land to be an eco-village destination location totally sustainable with organic agriculture, energy and building materials. The ranch has 287 days of year of sun per year and the most water in the area with ample wind and wood resources.”

The unique property rights history of the ranch were solidified on May 17, 1976, when the Circuit Court for the State of Oregon for Jackson County approved a decree grandfathering in what would now be considered a “destination resort” under today’s rules, which are nearly impossible to acquire in Jackson County and much of the rest of the state of Oregon. This historic approval is highly unique. According to the property’s land use consultants, there is not another like it anywhere in the state of Oregon whereby a grandfathered-in resort is allowed to continue to develop.

In 2013 the decision went back to court yet again, ultimately to result in a non-expiring ranch resort. According to the site plan there are 34 existing sites which include 16 teepees, 6 wall tents and 12 additional sites. This would allow for an additional 26 sites to be developed to reach the total 60 allowable campground spaces per the decree allowing potentially hundreds of guests at a time. The decree, however, says that the campground can have potable water, bathrooms, showers and laundry facilities including washers and dryers and does not specify a limit on the number of these amenities that can be provided.

A destination lodge, including overnight guest accommodations, could also be constructed within the designated village boundary. It is not stated in the court decree that there is a limitation on the number of rooms that can be allowed.

Cost-Effective Psychedelic and Holistic Wellness Resort

Silo Wellness is the leading luxury psilocybin retreat company in the public markets which has been featured in Bloomberg, Fodor’s Travel, The Evening Standard, Men’s Health, The Washington Post, and Outside Magazine among others. However, Silo Wellness never intended to enter the luxury retreats space. “That wasn’t my vision,” continued Arnold. “Our mission is to put psychedelic healing into the hands of those suffering as quickly and inexpensively as possible. Nonetheless, the luxury model was necessary during COVID and has been very good to us and for our clients. However, it is not available to everyone due to the price point, which is a shame and also contrary to our mission.

“With this partnership and our partnership with Go Natural Jamaica,” Arnold stated, “Silo Wellness intends to be able to drive down the lodging costs for psychedelic retreats. New Frontier Ranch may allow us to significantly undercut some of the out-of-state competition who may come to Oregon with the goals to make huge margins on expensive retreats. This is the people’s medicine and shouldn’t be held hostage in pharmacies or by out-of-state interests attempting to upsell Oregon’s natural beauty.”

About New Frontier Ranch

The New Frontier Ranch contains a 100-acre spring-fed meadow off of Highway 66 four miles from Tub Springs State Park and eight miles from the Cascade-Siskiyou National Monument. The three private log cabins feature knotty wood interiors, vaulted ceilings and decks with views. In addition to full kitchens, there are living rooms with wood-burning fireplaces and laundry rooms. Canvas tents and tipis are also available in three campground areas. The Great Western Hall is a grand barn with reclaimed wood walls, plank floors and a cathedral ceiling. Massive doors at each end open to bring the outdoors in. The upper mezzanine level has a private dressing room, and two large balconies overlooking the main floor. The Great Western Hall provides seating for up to 250 guests. There’s also access to a water slide connected to a swimming and fishing pond and a rustic, barn-style banquet hall. “We caught six bass in six casts the last time we were there,” Arnold said. “This property has unending recreational opportunities for nature retreats.”

Meeting psychedelic clients where they are

“So many business models that are being pitched to me in Oregon are premised on the market being exclusively urban Portlanders or the psychedelic savvy,” stated Arnold. “We believe that a significant part of the market will be from out of state and more culturally conservative than the traditional psychedelic consumer. Our real-time consumer research in the legal market over the last two years has shown that folks in the flyover states and in rural areas aren’t typically looking for some ‘new agey’ encounter. They are already scared about the medicine but are also, quite frankly, afraid of Oregonians – or what they perceive to be Oregon, thinking that these services are run by crystal carrying pseudo-science hippies. That’s just not universally going to be the case. This is largely a medically- and science-influenced industry as illustrated by our team at Silo Wellness, which includes leading experts in the space.

“At Silo Wellness we attempt to meet people where they are. Many of our clients come from more culturally traditional areas of the Midwest and Southeast. The New Frontier Ranch gives us many opportunities to provide services that meet their diverse backgrounds without a dogmatic approach to the medicine, including meditation areas, a hike to Mount Shasta views, yoga, and an industry leading Calvary cross Christian meditation trail. This property checks all the boxes for our retreat model: affordable lodging, Oregon nature, water access, nearby whitewater rafting, and spaces for spiritual growth to contemplate personal purpose and the ‘whys and hows’ of conscious awareness and existence.”

Oregon’s real estate problem: A significant barrier to entry for psilocybin service centers

A major barrier to entry in Oregon is the supply of psilocybin-ready real estate and the capital to achieve it. Psilocybin companies cannot operate on either federal land or on any property with a bank mortgage due to it being Schedule I and illegal federally; additionally, all traditional mortgage contracts preclude violating federal law. “From Oregon cannabis we learned that most of the attractive real estate in the premier areas is expensive and traditionally financed, often relegating early commercial dispensary operations to the dregs of the cities and strip malls to buy outright or to lease from unleveraged properties,” stated Arnold.

“Psychedelic therapy is all about set and setting and strip malls do not necessarily fit the bill in the metro areas, making desirable space in short supply there. For retreats in beautiful areas, most of Oregon’s wild areas are owned by the federal government and the rest are very expensive due to the rarity of commercial spaces in rural Oregon due to our Urban Growth Boundaries and preferential treatment for agriculture and forestry zoning.”

One potential problem for Oregon psilocybin businesses, is that the longer a company waits to secure a property, the more of the margins/value will be realized by the landowners rather than the operators, as was seen in cannabis. Hence, the REIT model working out so well in the capital markets for cannabis investors. They owned the land and leased it to the operators. “We believe that Silo, as the first legal mover in Oregon psychedelics operationally and in the public markets, is well positioned with boots on the ground in Oregon,” Arnold said.

Location, Location, Location: Jackson County as a potential leader in the psychedelic retreat space

This potential psilocybin retreat center location is less than an hour drive from the Medford airport. It’s approximately an hour flight from Portland, a little over an hour from San Francisco and Seattle, and 4-hour drive from Portland and Sacramento. It borders BLM wildland and is near a national monument wilderness area. This allows patrons to access thousands of acres of wildlands with rare biodiversity. This area is the home to an extraordinary array of plants and animals in a rich mosaic of forests, woodlands, grasslands, wet meadows, and ponds. On a day hike it is possible to experience each of the distinct ecoregions and find plants and animals you cannot see anywhere else in the world. It is rare, vibrant and vital. New Frontier is also in the middle of the country’s best whitewater, surrounded by several different watersheds (Scott, Cal-Salmon, Illinois, Rogue, Klamath, Smith and Umpqua), all within driving distance. It is also in the county that is the leading cannabis producer in Oregon and host of the world-renowned Shakespeare festival.

November’s Opt-out Election: Voters’ perceived harm by legal cannabis rollout

Jackson County capitalizing on the influx of psychedelic wellness tourism and having access to nearby psychedelic retreats is dependant on the November election. The County Commission referred an opt-out measure to voters due to an allowance for county and municipal prohibition under 2020’s Ballot Measure 109. The County may end up opting out as it was a very close election in 2020 with only 51.19% voting yes. The under vote was only 3% of the total votes cast, illustrating the interest in this particular ballot measure.

“As advocates we may be spending too much time addressing the merits of psychedelic therapy and not focusing enough on the operational impact on these rural communities,” Arnold opined. “Based on the conversations we have had with local voters, the efficacy of mushrooms is not their point of contention. They are most worried about the impact on their neighborhoods.

“Jackson County voters often feel that they were sold a bill of goods with the previous two controlled substances ballot measures. They were told that Oregon’s recreational cannabis laws would help curtail black market trade. That ended up not being the case as we have seen with the recent cartel activity and the potential forced labor trafficking resulting from it.”

Rural residents also didn’t see much of the economic benefits promised beyond employment, since Oregon’s recreational cannabis ballot measure didn’t allow county governments to tax cannabis farms. They could only be taxed at the dispensary level. Since most dispensaries are located in cities, they received most of the law enforcement hassle with the farms and the increased vehicular traffic on rural roads and the now ubiquitous smell, but little of the tax benefits.

Fast forward to the implementation of Oregon’s ground-breaking BM 110, which decriminalized hard drugs such as cocaine, meth and heroin. “Since Oregon has been slow to implement the treatment that was promised in that ballot measure, many rural Oregonians believe they have suffered from increased crime resulting from the now more open and notorious use of hard drugs in their communities,” stated Arnold. “They often believe that the increased demand resulting from the decrease in legal risk from consumption has led to an increase in supply and the criminal consequences of that trade. The increased supply to meet this increased demand has to come from somewhere and it isn’t some bucolic farm – it’s from drug dealers with organized crime connections.

“Fortunately, these fears are not applicable to BM 109. First of all, this is a services industry not a product industry. The mushroom cultivation will be small and indoors with no smell, marginal water consumption, and no impact on the neighbors. Furthermore, there’s no incentive for black market growers to seek a license since it would draw unwanted attention to them. You can already grow undetected in a closet in a rented apartment. Contrast this to cannabis grows which require lots of space, lots of water, lots of staff, and lots of sunshine or electricity. Also, black market operators using Oregon’s cannabis law as cover were sending surplus or chemically tainted product out the backdoor to the black market. This simply is not a feasible business model for BM 109.

“Additionally, our experience operating legal retreats in Jamacia is that these have about as much community impact as a yoga or quilting retreat. They are centered around introspection through meditation, self-reflection, journaling, and group integration. The community impact is just not comparable to the effects of cannabis.”

Urban Dilemmas: Set and Setting

Urban areas for psychedelic therapy can be a problem for two reasons. First, properties are expensive with dense commercial locations meaning you often can’t get the beautiful expensive property as a tenant since it is mortgaged by the bank that cannot do Schedule I controlled substance business. Oregon is just a typical property-owning framework where real property is often leveraged. This means you have to own the property free of bank financing or lease the property from someone in that situation.

The second issue with urban areas is that the best practice for psychedelic therapy is set (mind set) and setting (location). Silo Wellness believes that the main differentiators for psychedelic retreats are price, experience, and location (setting). “Our market research from speaking to actual clients leads us to conclude that there’s not a lot of people who can afford to travel to Oregon for therapy that are going to be staying at a Motel 6 and commuting to three sessions in a white walled doctor’s office to take mushrooms,” explained Arnold. “You couldn’t pay me to do that. That sounds horrible. These are fully immersive experiences that are life changing and deserve to be done in the beauty of nature.

“Have you ever been on a vacation locked in a hotel room in downtown Random City that was life changing, where you were considering buying a vacation spot? Most people’s experience in lifechanging trips involve beautiful locations close to nature (beaches, mountains, rivers, lakes, etc.). They sell timeshares to those folks because their mindset has changed due to their setting. This is even more so for psychedelics where the connection to nature is an essential part of the experience.”

In order to make retreats affordable, the Silo hopes to leverage the ranch’s campground as well as sponsor sliding scale rates with the margins subsidizing those in need or a scholarship model.

A Primer on Oregon’s Land Use Laws and the Scarcity of Rural Retreat Properties

“The working assumption for the last few thousand years is that psychedelics are done in nature,” stated Arnold. “And we are talking deep dives here: The transformational trips that people pay to travel to the only legal places in the US.”

“Oregon has some of the nation’s best (or worse, depending on your point of view) land use laws. First, we have urban growth boundaries that prohibit urban expansion. Any time in the last fifty years if you flew into an airport, the farmland nearby is still mostly farmland. Oregon’s Willamette Valley (where 70% of the state lives) is some of the best farmland on planet earth due to a geographical freak accident in the last few ice ages. The Willamette Valley stole a lot of its topsoil from Idaho and eastern Washington when ancient glacial Lake Missoula’s ice dam broke. During the ice ages, glaciers blocked the Rocky Mountains and periodically the dam broke scourging the bad lands in Idaho and ripping down the Columbia River. The last ice age flood was so devastating that it filled the Willamette Valley with water hundreds of feet high (you can see the vegetation line at the top of Mary’s Peak near Corvallis) and roared upstream (uphill) along with all the topsoil (and icebergs clad in Rocky Mountain basalt).

“When the water receded back to Portland and then on to the ocean, it left behind up to 200 feet of soil in places. Hence, we have some of the best soil with some of the best irrigation and disease- and weather-free growing seasons on the planet. Oregon state laws jealously protect this non-renewable natural resource.

“What this means is we don’t pave over farmland in Oregon, and we can only grow communities upwards into the air or closer together (through densely packed mixed zoning residential/commercial urban zoning and multi-family dwellings) within the urban growth boundaries. This is why property prices grow and grow in Oregon, because there is no more substantial development without legislative change. And in Blue State Oregon, this likely is not going to happen.”

Mushroom Cultivation: A services industry versus product industry

Silo Wellness began legally harvesting mushrooms in Jamaica in 2019 and cultivating shortly thereafter. “We came to Jamaica to cultivate mushrooms out of necessity and then saw the writing on the wall regarding commoditization,” explained Arnold. “We then taught a local family how to cultivate mushrooms and began partnering with other locals as they entered the space.

“I have heard a lot of entrepreneurs talking about their plans to be mushroom growers under Oregon law, which is concerning given how quickly this market may commoditize. The room you are in right now can almost grow enough mushrooms to dose an entire Oregon county. Five grams of dried biomass is often way too much for some people in a session and you can stack boxes or grow bags vertically. This will commoditize much faster than what it took for cannabis. That’s a race to the bottom. You need a small room or outbuilding to grow enough mushrooms for an operation. Growing mushrooms is not the land grab issue like growing cannabis. You will not be seeing early-cannabis-like business valuations based on grow space square footage. This is about locations for the services, the team to safely conduct them, and the brand and marketing to attract clients.”

Federal and State Government Property Rights

“That leaves you with finding a property that consumers want to visit (hence the above analysis about setting). Here’s the rub in Oregon: 53% of the state is owned by the fellas that print the money (the Federal Government) and can’t be used for cannabis or mushroom operations (federal crimes and state law prohibition). However, much more of the wildlands and beautiful spots are owned by the feds. This is great for preserving the outdoors but not so great for commercial operators, unless you won the family lottery ticket of owning one of these properties for generations. Also, the coast is owned by the state of Oregon up to the highwater lines. Additionally, the rivers are often bordered by residential ag/forestry or the feds.

“This is why New Frontier Ranch is such a unique gem.”

Silo Wellness Requests Other Oregon Property Owner Expressions of Interest for Collaborating on Psilocybin Licensing

“Over the past months we have been touring properties with owners and realtors and have really turned up our search for properties that may be suitable for Oregon psilocybin as we await the final rules from the Oregon Health Authority and the outcome of the local opt-out elections,” Arnold continued. “However, I also know that there are many property owners who may believe they are sitting on an ideal property for a facility with no interest in selling, but they may not have the legal expertise, network, or capital to make it happen. It is our goal to leverage our platform to help empower Oregonians who may each have a piece of the puzzle – facilitation experience, business experience, property, capital, or a passion for the medicine – and bring them together to help make this industry by Oregonians for Oregonians.”

Parties who may be interested in entering the Oregon psilocybin industry are encouraged to contact Silo Wellness at oregon at silowellness dot com.

Terms of Agreement

The binding term sheet sets forth the intent of the parties for a potential joint venture between Silo Wellness and New Frontier. The parties intend to co-brand and market a resort/retreat location at the New Frontier Ranch, 16799 Hwy 66, Ashland, OR 97520 (the “Property”). The parties intend to finalize terms to potentially rebrand the Property or a portion of the Property to “New Frontier Ranch by Silo Wellness.” The joint business plan is to market the Property or a portion of the Property being used for the “New Frontier Ranch by Silo Wellness” as the world’s largest psychedelic ecotourism resort and retreat center for psychedelic therapy and the psychedelic curious. Additionally, the agreement sets forth that the parties may decide to pursue a purchase agreement, which would be dependent on financing. Additionally, binding terms include a “no shop, no solicit” clause and a prohibition against assignment.

ABOUT SILO WELLNESS

Silo Wellness is a growth-oriented holding company focused on psychedelic opportunities that benefit from a unified ecosystem and exceptional leadership. Founded in 2018 in Oregon and headquartered in Toronto, Silo Wellness has a presence in both Jamaica and Oregon. Silo Wellness is a publicly traded company on the Canadian (CSE: SILO) and Frankfurt (FSE: 3K7A) exchanges and trading on the OTCQB Venture Market (OTCQB: SILFF).

For more information about Silo Wellness or to book a Jamaican psychedelic retreat, please visit www.silowellness.com. For more information about Silo’s recent acquisition, Dyscovry Science, visit www.Dyscovry.com.

Silo Wellness Company Contact:

Mike Arnold, President
541-900-5871
IR at silo wellness dot com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking information may relate to anticipated events or results including, but not limited to the ability of the Company to finalize definitive documents and close on this potential partnership or transaction; the Company’s ability to satisfy the Oregon licensing requirements and achieve a license in Oregon; the Company’s ability to successful launch an Oregon operation, including hiring of qualified staff and getting access to mushrooms to sustain operations; and the Company’s ability to fund operations as well as the company’s pre-existing capital requirements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, regulatory, political and social uncertainties and the potential impact of COVID-19. Such risks and uncertainties include, among others, the risk factors included in Silo Wellness’s continuous disclosure documents available on www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Silo Wellness assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER 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.

LOS ANGELES and DESERT HOT SPRINGS, Calif., July 06, 2022 (GLOBE NEWSWIRE) —  via InvestorWire — Grapefruit USA, Inc. (OTCQB: GPFT) (“Grapefruit” or the “Company”), an innovative California-based cannabiotech company, announces today the execution of a binding letter of intent (“LOI”), entered into on June 30, 2022, by the Company and Diagnostic Lab Corporation of Englewood Cliffs, New Jersey, (“DLC”) a diversified food and agriculture safety company, pursuant to which the Company and DLC will jointly recapitalize Grapefruit and raise $12.5 million of debt financing (including $5.5 million already committed from a qualified construction lender) to:

1. Complete construction of the Company’s “Mothership” cultivation, manufacturing and distribution facility in the Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park, located 14 miles north of downtown Palm Springs, California.

2. Acquire all of DLC’s assets for a to-be-determined amount of cash and Grapefruit common shares.

3. Fund the Company’s application for an FDA 510K approval for its patented Hourglass time release Z-POD THC/CBD/cannabinoid infused delivery cream.

4. Fund the Company’s clinical study to measure the effects of the Hourglass delivery cream on the pain and other symptoms of patients who suffer from the debilitating effects of osteoarthritis.

DLC will additionally arrange Grapefruit’s acquisition of cash-flowing testing labs and provide sufficient working capital and interest payment reserves for Grapefruit to reach positive cash flow (the “Transaction”).

Implementation of the Transaction is subject to Grapefruit’s completion of due diligence with respect to the various components of the Transaction and drafting and execution of a definitive agreement between the Company and DLC.

The parties plan to retire the $12.5 million of new debt through a public equity capital raise and concurrent uplist to a U.S. or Canadian exchange, as applicable securities regulations permit.

Bradley J. Yourist, Grapefruit’s CEO and co-founder, commented, “Execution of this letter of intent between DLC and GPFT is the next step in Grapefruit’s evolution from a ‘me too’ cannabis company to a medical science-based, canna-focused biotech company that will develop and obtain regulatory approval for an ever-expanding line of proprietary cannabis products based on the Company’s patented Hourglass technology. Construction of the Coachillin’ ‘Mothership’ facility at the Coachillin’ Park will secure our balance sheet and provide a reliable source of reasonably priced pharma-quality cannabis flowers for raw material for THC Hourglass products and for distribution in both the U.S. and Canada, as appropriate under any given market circumstances. The 510K approval for the Hourglass technology will facilitate its rapid market acceptance throughout the United States as an approved medical device. Finally, our lab acquisition program will provide rapid revenue growth and expand the Company’s cannabis industry footprint. The parties expect to finalize and execute the definitive agreement before the end of August 2022 and close the Transaction shortly thereafter

Alan Hirsch, Diagnostic Lab Corporation’s CEO and co-founder, commented, “We look forward to the anticipated business combination, synergistic sector verticals and working with the Grapefruit team to build a successful company.”

To purchase Grapefruit’s groundbreaking patented CBD delivery topical cream outside of Canada, please visit: https://hourglassonlinestore.com/

To learn more about Grapefruit’s new sustained-release patented Hourglass THC + Cannabinoid topical cream, please watch this promotional video: https://www.youtube.com/watch?v=6cU9MJMgH1w&feature=youtu.be
and visit our website at: https://grapefruitblvd.com/hourglass/

For investor information, please visit Grapefruit’s website at:
https://grapefruitblvd.com/investor-relations/

Follow Grapefruit on Facebook, Instagram, LinkedIn and Twitter:
Facebook | Instagram | LinkedIn | Twitter

About Grapefruit

Grapefruit’s corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products in the Golden State. Grapefruit’s extraction laboratory and manufacturing and distribution facilities are located in the industry-recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Road, approximately 14 miles north of downtown Palm Springs. To obtain further information on Grapefruit and its operations, please visit the Company’s website at https://grapefruitblvd.com/.

Safe Harbor Statement
        
Grapefruit cautions that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the Company may not ever obtain additional funds necessary to support its business development and growth plans; and the Company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2021, and its Registration Statement on Form S-1/A. Such documents may be read free of charge on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Investor Relations Contact:
Bradley Yourist
[email protected]
18776 Blue Dream Crossing, Unit LL1 53-07
Desert Hot Springs, California 92240
(760) 205-1382
https://grapefruitblvd.com/

Please be aware that our social media accounts can be used from time to time for additional material events. They can be found here:

Grapefruit USA:
Facebook: https://www.facebook.com/Grapefruit-Boulevard-2304698596251925/
Instagram: https://www.instagram.com/grapefruit_usa/
Twitter: https://twitter.com/grapefruitusa
LinkedIn: https://www.linkedin.com/company/grapefruit-boulevard/
Weedmaps: https://weedmaps.com/brands/grapefruit

Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
[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.

TITUSVILLE, Fla., June 2, 2022 /PRNewswire/ — The Apple Rush Company, Inc. (OTC PINK: APRU) (the “company”) has signed a letter of intent to acquire Lena Beverage, LLC.  Lena Beverage is a craft brewing operation with licensing for beer, alcohol, and hemp production.  The transaction will be paid for in cash, non-convertible debt, and preferred shares of APRU.  Tony Torgerud, CEO of Apple Rush, stated, “This acquisition provides us with the cycle closing capability of our seed to sale initiative.  We will also be able to begin producing Apple Rush in our own facilities not captive to large volumes per batch.  It will also give us the ability to produce our hard seltzer product line.”

Apple Rush Company, Inc. to acquire Lena Brewery in Lena, Illinois to produce our products on demand.

Ross Vehmeier, founder Lena Beverage, stated, “We are very excited to join the APRU family and look forward to growing our beverage footprint as a result.  Tony and his team are very talented folks that we are very excited to grow with.”

“APRU, with a complete team of professional brewers will give us regional capabilities at the onset, with national aspirations and with revenues approaching $800,000 per year without our current needs will deliver excellent growth opportunities for us in the future.  Sign up for updates at http://aprubrands.com/contact/ and enter to win sample products from APRU.  Only forms with complete, accurate information will be entered.  Keep watching our video updates at https://www.youtube.com/channel/UCq86ODBlqGktGs35ovpTwuw to continue watching the story unfold,” continued Tony.

About The Apple Rush Company, Inc. 

The Apple Rush Company, Inc., through its subsidiary APRU, LLC, is a distributor of CPG products under the trademarked Apple Rush brand, Element Brands and other labels. The Apple Rush brand has almost 49 years of existence in the natural beverage industry. As a historical leader in the organic and natural beverage sector our goal is to now become a leader in the distribution of anhydrous hemp oil products nationwide. For more information, please go to www.applerush.com, www.aprubrands.com, https://woahnursery.com, and www.element-brands.com  with our expanded product portfolio.

Safe Harbor Act: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations including words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and similar expressions are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:
Tony Torgerud 888-741-3777 x 2

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.

LAS VEGAS, NV / ACCESSWIRE / May 11, 2022 / MJ Harvest, Inc. (“MJHI”) (OTCQB:MJHI) announced that it has signed a Letter of Intent (“LOI”) to merge with and into Cannabis Sativa, Inc. The LOI provides for MJHI shareholders to receive 2.7 shares of CBDS common stock for each one share of MJHI common stock held immediately prior to the merger. The LOI is non-binding except as to certain terms covering due diligence investigations, break-up provisions (including a $50,000 termination penalty), and a requirement that both companies operate in the ordinary course of business pending merger.

Upon completion of the merger on the terms described in the LOI, it is anticipated that MJHI shareholders would own approximately 72% of the surviving company. The LOI contemplates that CBDS will be the surviving company in the merger and that following the merger, MJHI will cease to exist as a separate corporate entity.

MJHI and CBDS management have agreed to a maximum 60-day due diligence period on completion of which the companies will execute a definitive merger agreement. The definitive merger agreement will then be submitted to both Companies’ shareholders for approval. It is anticipated that the issuance of shares in the merger will be registered with the United States Securities and Exchange Commission (“SEC”) and that the prospectus for the registration will include proxy materials to be distributed to the shareholders. Both Companies have agreed to work together to facilitate the preparation and filing of the registration statement and plan on holding a joint shareholder meeting for approval of the transaction as soon as all of the preliminary steps can be completed. Management estimates that the shareholder meeting for the merger will be held in mid-July 2022.

In order to consummate the merger, CBDS shareholders will be asked to approve an increase in the number of authorized shares of Common Stock of CBDS to 500,000,000 shares. Following the merger there would be approximately 160,000,000 shares outstanding with approximately 44,000,000 shares held by the original CBDS shareholders, and approximately 116,000,000 shares held by the MJHI shareholders that receive stock in the merger.

The merger, if consummated, represents a shift in the operations of CBDS from its current telehealth business, PrestoDoctor, toward a focus on the vertically integrated cannabis business being developed by MJHI. MJHI currently operates an extraction and consumable products manufacturing business in Denver Colorado and expects to close on an extraction and manufacturing facility in Cathedral City California before the end of the month. Both the Denver and Cathedral City locations include cannabis licenses for manufacturing and distribution operations and the licenses will be transferred to the surviving company in the merger or a subsidiary upon approval of the licensing authorities. MJHI also has a 25% ownership interest in PPK Investment Group, Inc. (“PPK”) which operates under the Country Cannabis Brand in the states of Oklahoma, South Dakota, and Arizona and is in the process of opening manufacturing facilities in New York and Florida.

The combined business following the merger will have operations in seven states, and a comprehensive product line that includes the Country Cannabis Brand plus licensing arrangements for the Weedsy, BLVK, Chronic, and Sublime Brands. MJHI also holds 10% investments in WDSY, LLC and Blip Holdings, LLC, the companies that own the Weedsy and BLVK brands, respectively. MJHI’s current product offerings and the Brands represented are reflected on the MJHI web site at www.mjhi.com.

Upon signing the definitive merger agreement, both MJHI and CBDS expect to convert related party debt to equity resulting in the elimination of approximately $1,900,000 and $1,425,000 in related party debt on the books of MJHI and CBDS, respectively. Following the merger, all operations will be consolidated in the surviving company. It is anticipated that the surviving company will report its financial results on a calendar year basis. It is also anticipated that the shareholder meeting to approve the merger will result in changes in the Board of Directors and officers of the surviving company, and a strong commitment to the cannabis industry. The existing PrestoDoctor telehealth operations of CBDS will be included in the combined results of operations following the merger, and the telehealth operations will be integrated into the cannabis operations to provide synergies where appropriate.

Patrick Bilton, Chairman and Chief Executive Officer of MJ Harvest Inc. summarized his thoughts, “We view this transaction as a key initiative in our growth strategy of building depth, scale, and distribution in our key markets. The resulting entity will be much stronger, and this merger should be a big win for both companies’ shareholders.”

CBDS’s President & CEO David Tobias stated, “We believe the agreement is a win-win for both companies, establishing CBDS as a multi-state operator with solid brands in established areas and emerging markets with strong sales projections.”

About MJ Harvest Inc.

MJHI cultivates, harvests, manufactures and sells cannabis products through its growing relationship with PPK. PPK sells and markets cannabis flower and edibles throughout Oklahoma and through a joint venture relationship with the Flandreau Santee Sioux Tribe in Flandreau, South Dakota. MJHI currently owns 25% of PPK with options to acquire up to 100% of PPK Investment Group at any time prior to March 31, 2023.

MJHI also acquires and markets products and technologies that are designed to benefit growers and processors in the horticultural and agricultural industries. MJHI launched www.procannagro.com to provide a professionally designed and maintained web-based marketing outlet for the company’s brands and technologies.

About Cannabis Sativa, Inc.

Cannabis Sativa, Inc. (“CBDS”) is engaged in telehealth through its 51% owned subsidiary, and the licensing of cannabis-related intellectual property, marketing and branding for cannabis-based products and services, operation of cannabis-related technology services, and ancillary business activities. CBDS holds a U.S. patent on the Ecuadorian Sativa strain of Cannabis, a U.S. Patent for a marijuana lozenge; a Cannabis-based pharmaceutical composition for the treatment of hypertensive disorders by submucosal delivery and trade secret formulas and processes and operates subsidiary PrestoDoctor®. Cannabis Sativa IP includes the “hi” and “White Rabbit” brands, and domain name portfolio including cbds.com and cannabissativa.com.

Forward-Looking Statements

This press release contains forward-looking statements and information. Although the forward- looking statements in this release reflect the good faith judgment of management, forward- looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. No assurances are, or can be given, that the parties will enter into a definitive merger agreement, that if such agreement is entered into, the transaction would close, if at all, on the terms set forth in this release, or that the merged business would be successful. Certain conditions to any closing of a potential merger would likely be outside of our control. The Company assumes no obligation to update any forward-looking statement to reflect any event or circumstance that may arise after the date of this release.

CONTACT:
MJ Harvest, Inc.
9205 West Russell Rd., Ste. 240
Las Vegas, NV 89148
Telephone: 954.519.3115
[email protected]
@HARVESTMJ

SOURCE: MJ Harvest, Inc.

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.