shareholders – MJ Shareholders

YourWay Cannabis Brands Reminds Shareholders of Annual General and Special Meeting and Provides Details of Meeting Procedures

MJ Shareholders — Fri, 05 Aug 2022 16:58:13 +0000

Ryan Allway

August 5th, 2022

News, Top News

VANCOUVER, BC, Aug. 5, 2022 /CNW/ – YourWay Cannabis Brands Inc. (CSE: YOUR) (OTC: YOURF) (FSE: HOB) (the “Company“) reminds the shareholders of the Company (the “Shareholders“) about the upcoming annual general and special meeting (the “Meeting“) of Shareholders. If Shareholders wish to attend the Meeting, they may do so by calling 877-407-3088 (toll-free within North America) or 201-389-0927 (International). Shareholders are also reminded to have their 12-digit control number available when dialing into the Meeting.

YourWay Cannabis Brands Logo (CNW Group/YourWay Cannabis Brands)

The Meeting is scheduled to take place on August 8, 2022 at 1:00 p.m. EST. Upon dialing into the Meeting, registered Shareholders and their duly appointed proxyholders will be provided with the following link to the AGM Connect online voting platform: www.agmconnect.com/yourway2022.

For any matter at the Meeting that is conducted by way of ballot, registered Shareholders and duly appointed proxyholders will be asked to visit the AGM Connect online voting platform and select VOTE NOW where they may enter the meeting code YOURWAY and login using their 12-digit control number.

Each registered holder of common shares of the Company would have received a control number with their meeting materials mailed by the Company on July 5, 2022 and each registered holder of proportionate voting shares of the Company will receive a control number in an email from the Company or its counsel prior to the Meeting. Registered Shareholders and duly appointed proxyholders will use their control number to login and vote through the AGM Connect platform. Only registered Shareholders and duly appointed proxyholders will be entitled to access the AGM Connect online voting platform and vote live during the Meeting.

It is crucial that each registered Shareholder and duly appointed proxyholder has their control number should they wish to vote. Without a control number you will be unable to vote.

About YourWay Cannabis Brands

YourWay is a publicly traded, multi-state and consumer-centric House of Brands committed to redefining the way consumers and cannabis brands interact, with sales and operations in Arizona and California. Through building their own brands, partnering with others, and supporting retail partners control brand strategy, they are dedicated to expanding their reach; remolding the cannabis industry and ultimately, redefining the way consumers and cannabis brands interact.

YourWay aims to connect with the cannabis consumer on a deeper level, utilizing decades of brand-building expertise and an integral understanding of the customer experience to create an intuitive suite of branded products that closely aligns with consumer need states. The YourWay portfolio is an all-encompassing house of brands designed to create a sense of belonging for every cannabis consumer regardless of their relationship with the plant. Please visit www.yourwaycannabis.com or follow on Twitter at @yourwaycannabis for the latest news and information about YourWay and its brands.

Website: www.yourwaycannabis.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain “forward-looking information” as defined under applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs, and current expectations of the Company with respect to the Meeting. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: the time and place of the Meeting; the use of the AGM Connect online voting platform at the Meeting; and process for voting at the Meeting. Forward-looking information is 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 information.

Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the events subject to the internal investigation, regulatory and licensing risks; changes in consumer demand and preferences; changes in general economic, business and political conditions, including changes in the financial markets; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; compliance with extensive government regulation; public opinion and perception of the cannabis industry; the impact of COVID-19; and the risk factors set out in the Company’s annual information form dated August 28, 2020, filed with Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com.

The Company, through several of its subsidiaries, is indirectly involved in the manufacture, possession, use, sale, and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable United States federal money laundering legislation.

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

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information, which speak only as of the date of this news release. 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, except as required by law.

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

About Ryan Allway

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

Sundial Announces Results of its Annual and Special Meeting of Shareholders and Details of the Share Consolidation

MJ Shareholders — Mon, 25 Jul 2022 16:00:56 +0000

Ryan Allway

July 25th, 2022

News, Top News

CALGARY, AB, July 25, 2022 /CNW/ – Sundial Growers Inc. (Nasdaq: SNDL) (“Sundial” or the “Company”) is pleased to announce all of the resolutions put to holders of common shares (the “Common Shares”) of the Company (the “Shareholders”) at the reconvened annual and special meeting held virtually today (the “Meeting”) were passed. The Meeting was originally held on July 21, 2022, and was adjourned, without any business being considered, due to a lack of quorum. Under the by-laws of the Company and the interim order granted by the Court of Queen’s Bench of Alberta in respect of the Meeting, those shareholders who attended the Meeting today, in person or by proxy, constituted a quorum.

Sundial Growers Logo (CNW Group/Sundial Growers Inc.)

At the Meeting, Shareholders approved: (i) fixing the number of directors of the Company at five members; (ii) electing each of Greg Mills, Zach George, Lori Ell, Bryan Pinney and Gregory Turnbull as directors of the Company for the ensuing year; and (iii) appointing Marcum LLP as the auditors of the Company for the ensuing year and authorizing the board of directors of the Company to set their remuneration.

The following votes were received with respect to fixing the number of directors of the Company at five members:

Number of Common Shares For	% For	Number of Common Shares Against	% Against
248,538,308	80.56	59,980,648	19.44

The following votes were received with respect to each director nominee:

	Number of Common Shares For	% For	Number of Common Shares Withheld	% Withheld
Greg Mills	244,538,362	79.26 %	63,980,594	20.74 %
Zach George	271,834,592	88.11 %	36,684,366	11.89 %
Lori Ell	243,674,490	78.98 %	64,844,468	21.02 %
Bryan Pinney	243,544,594	78.94 %	64,974,363	21.06 %
Gregory Turnbull	275,055,211	89.15 %	33,463,745	10.85 %

The following votes were received with respect to appointing Marcum LLP as the auditors of the Company:

Number of Common Shares For	% For	Number of Common Shares Withheld	% Withheld
280,957,048	91.07 %	27,561,908	8.93 %

Additionally, Shareholders approved, as special resolutions:

(i)	amending the articles of Sundial to change of name of the Company from “Sundial Growers Inc.” to “SNDL Inc.” (the “Name Change”);
(ii)	a consolidation of all of the issued and outstanding Common Shares (the “Share Consolidation”) on the basis of not more than one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares and not less than one (1) post-consolidation Common share for every twenty-five (25) pre-consolidation Common Shares, as to be determined by the board of directors of the Company (the “Board”) in its sole discretion, to become effective at such time as the Board considers it to be in the best interests of the Company, but in any event not later than July 25, 2023; and
(iii)	a plan of arrangement involving the Company, Alcanna Inc., and the Shareholders under Section 193 of the Business Corporations Act (Alberta) (the “Arrangement”), such Arrangement to become effective at a date to be determined by the Board when the Board considers it to be in the best interests of the Company to implement such Arrangement, but in any event not later than July 25, 2023.

The following votes were received with respect to the Name Change:

Number of Common Shares For	% For	Number of Common Shares Against	% Against
275,341,191	89.25 %	33,177,767	10.75 %

The following votes were received with respect to the Share Consolidation:

Number of Common Shares For	% For	Number of Common Shares Against	% Against
221,873,802	71.92 %	86,645,153	28.08 %

The following votes were received with respect to the Arrangement:

Number of Common Shares For	% For	Number of Common Shares Against	% Against
269,439,670	87.33 %	39,079,286	12.67 %

Details of the Share Consolidation

Immediately following the Meeting, the Board determined to effect the Share Consolidation on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares. The Share Consolidation has taken effect today, July 25, 2022, and the Common Shares are expected to begin trading on Nasdaq on a post-consolidation basis beginning at the open of markets on July 26, 2022. The record date for shareholders entitled to participate in the Share Consolidation is July 25, 2022.

Immediately prior to the Share Consolidation, there were 2,379,931,190Common Shares issued and outstanding, and 237,993,119 Common Shares are issued and outstanding following the Share Consolidation, subject to rounding for any fractional Common Shares. Fractional Common Shares to be received by Shareholders will be rounded up in the case of a fractional interest that is 0.5 or greater, or rounded down in the case of a fractional interest that is less than 0.5, to the nearest whole number of Common Shares that such holder would otherwise be entitled to receive upon implementation of the Share Consolidation.

Registered Shareholders were sent a letter of transmittal with their proxy materials in connection with the Meeting. The letter of transmittal provides instructions for how to exchange share certificates or Direct Registration Statements representing pre-consolidation Common Shares for new share certificates or Direct Registration Statements representing post-consolidation Common Shares to which such Shareholders are entitled as a result of the Share Consolidation. No action is required by non-registered Shareholders. A copy of the letter of transmittal is available under Sundial’s profile on SEDAR at www.sedar.com, under Sundial’s profile on EDGAR at www.sec.gov/edgar or by contacting Odyssey Trust Company at (587) 885-0960 or by email at [email protected].

The Share Consolidation is expected to enable the Company to maintain and minimum bid price of US$1.00 per Common Share and to avoid a delisting event that could cause material disruption to the Company and Shareholders through the reduction of both trading liquidity and access to capital.

Additionally, the Name Change has been effected. The Company expects to launch and provide further details regarding its rebranding with the release of its second quarter earnings and results in early August 2022.

Management Changes

Chief Administrative Officer (CAO), David Gordey, has resigned from his position effective July 29, 2022. Mr. Gordey was appointed CAO after Sundial’s acquisition of Alcanna Inc. in March 2022. Sundial thanks Mr. Gordey for his services and wishes him the best in his future endeavours.

About Sundial Growers Inc.

Sundial is a public company whose shares are traded on Nasdaq under the symbol “SNDL.” Its business is operated and reported in four segments: Cannabis Production and Cultivation, Cannabis Retail, Liquor Retail, and Investments.

Sundial is the largest private sector cannabis and liquor retailer in Canada. The Company’s retail banners include Spiritleaf, Value Buds, Wine and Beyond, Liquor Depot, and Ace Liquor. As a licensed producer that crafts small-batch cannabis using state-of-the-art indoor facilities, Sundial’s ‘craft-at-scale’ modular growing approach, award-winning genetics, and experienced growers set us apart. Sundial’s brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf Selects, and Grasslands. Sundial’s investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.

For more information on Sundial, please go to www.sndlgroup.com.

Forward-Looking Statements

This news release includes statements containing certain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions, including but not limited to assumptions with respect to the anticipated benefits of the Share Consolidation, were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

About Ryan Allway

CannLabs, Inc’s 2021 Annual General Meeting Announcement

MJ Shareholders — Tue, 07 Dec 2021 22:40:12 +0000

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

Sugarbud Announces Launch of Trading on the US OTCQB Venture Market

MJ Shareholders — Tue, 13 Apr 2021 22:17:57 +0000

Ryan Allway

April 13th, 2021

CALGARY, Alberta, April 13, 2021 (GLOBE NEWSWIRE) — Sugarbud Craft Growers Corp. (TSXV: SUGR, SUGR.DB, SUGR.WR, SUGR.WS, SUGR.WT) (OTCQB: SBUDF) (“Sugarbud” or the “Company“) is pleased to announce that after successfully completing the application process, the Company has been approved by FINRA for quotation in the U.S. The Company’s common shares have been upgraded from the OTC® Pink Open Market to the OTCQB Venture Market effective today, April 13^th, 2021, at the opening of the market under the stock symbol “SBUDF” and will remain listed on the TSX Venture Exchange under the ticker symbol “SUGR”. The Company is also in the process of completing its application for eligibility with the Depository Trust Company (“DTC”).

“Being quoted on the OTCQB market will significantly enhance our visibility and make the Company accessible to a much broader range of U.S. investors. The quotation on the OTCQB market is expected to increase liquidity by providing current and potential investors with a transparent and easily accessible trading platform where they can find Real-Time quotes and market information on the Company,” stated Sugarbud CEO, John Kondrosky.

READ CORPORATE INVESTOR DECK HERE

The OTCQB Venture is the premier marketplace for companies that are committed to providing a high-quality trading and information experience for their U.S. investors. Qualifying for approval to trade on the OTCQB requires a company to be current on disclosure obligations, to pass a minimum bid price test, and to provide an annual company verification and management certification process. The OTCQB quality standards create a solid baseline of transparency, as well as the technology to improve the information and trading experience for investors.

The Company also announces that, pursuant to the terms and conditions of its stock option plan, it has granted a total of 12,800,000 stock options to purchase common shares of Sugarbud (“Shares”) to certain directors, officers and advisors of Sugarbud. The options expire five years from the date of grant and are exercisable at a price of $0.05 per Share. The options vest as to one third on the grant date and one third on each of the first and second anniversaries of the grant date.

The Company also announces that it has entered into shares for services agreements with certain directors and an advisor of the Company, pursuant to which Sugarbud will issue a total of 2,650,000 Shares at a deemed price of $0.05 per Share in satisfaction of accrued portions of the cash retainers owing to such persons in the aggregate amount of $132,500 (the “Transaction“). The Shares to be issued in connection with the Transaction will represent approximately 0.47% of the issued and outstanding Shares of Sugarbud on a post-Transaction basis.

The Transaction is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the Shares issued under the Transaction does not exceed 25% of the market capitalization of the Company.

The Transaction is subject to the approval of the TSX Venture Exchange (the “TSXV”) and the Shares issued in connection therewith will be subject to a statutory 4-month hold period.

About Sugarbud

Sugarbud is an Alberta-based, consumer-driven boutique craft cannabis company focused on the cultivation and production of superior, select-batch, craft cannabis products. Our vision and mission are to become a trusted and well-respected consumer brand renowned for providing exceptional high-quality craft cannabis products to legal markets by delighting the most discerning of cannabis consumers.

The Sugarbud Craft Cannabis Collection offers consumers “Hand-Crafted Cannabis for a New Era”. The Company is proudly Albertan and is proud to share Western Canada’s long tradition of exceptional craft cannabis with the most discerning of enthusiasts. Sugarbud strives to define the intersection of product craftsmanship, quality, and value for consumers in the Canadian craft cannabis space.

Investor Relations Contact
Chris Moulson
Chief Financial Officer
Sugarbud Craft Growers Corp.
Tel: (778) 388-8700
E-mail: [email protected]

Websites:
http://www.sugarbud.ca/

Address: Suite 620, 634 – 6th Avenue S.W., Calgary, Alberta T2P 0S4

Forward Looking and Cautionary Statements

This news release contains forward-looking statements. More particularly, and without limitation, this news release contains statements concerning: Sugarbud’s assessment of future plans and operations and the Transaction, including TSXV approval. When used in this document, the words “will,” “anticipate,” “believe,” “estimate,” “expect,” “intent,” “may,” “project,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Sugarbud. Forward-looking statements are subject to a wide range of risks and uncertainties, and although Sugarbud believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to: currently contemplated expansion and development plans may cease or otherwise change; production of cannabis may be lower than expected, Sugarbud may not obtain the required approvals from Health Canada, including with respect to an amended sales license; demand for Sugarbud’s products may be lower than anticipated; results of production and sale activities; results of scientific research; changes in prices and costs of inputs; demand for labour; demand for products; failure of counter-parties to perform contractual obligations; failure to maintain consumer brand recognition and loyalty of customers; reliance on relationships with wholesalers and retailers for distribution of products and failure to maintain strategic business relationships; intense competition, including from illicit sources; uncertainty and continued evolution of markets; product liability litigation; reliance on information technology; infringement on intellectual property; failure to benefit from partnerships; sensitivity of end-customers to increased sales taxes and economic conditions; failure to comply with certain regulations; departure of key management personnel or inability to attract and retain talent; actions and initiatives of federal and provincial governments and changes to government actions, initiatives and policies and the execution and impact thereof; the ability to implement corporate strategies; the state of domestic capital markets; the ability to obtain financing; changes in general market conditions; industry conditions and events; the size of the medical marijuana market and the recreational marijuana market; government regulations, including future legislative and regulatory developments involving medical and recreational marijuana; construction delays; risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks which can have a significant impact on the size and quality of the harvest of cannabis crops; competition from other industry participants; and other factors more fully described from time to time in the reports and filings made by Sugarbud with securities regulatory authorities. In addition, the Company cautions that current global uncertainty with respect to the spread of the COVID-19 virus and its effect on the broader global economy may have a significant negative effect on the Company. While the precise impact of the COVID-19 virus on the Company remain unknown, rapid spread of the COVID-19 virus may have a material adverse effect on global economic activity, and can result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company. Please refer to Sugarbud’s most recent annual information form and management’s discussion and analysis for additional risk factors relating to Sugarbud, which can be accessed under Sugarbud’s profile on www.sedar.com. Except as required by applicable laws, Sugarbud does not undertake any obligation to publicly update or revise any forward-looking statements.

Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

About Ryan Allway

SOL Global Investments Corp. Acquires 10.22% Equity Stake in Captor Capital Corp.

MJ Shareholders — Mon, 12 Apr 2021 15:10:14 +0000

Ryan Allway

April 12th, 2021

Captor Capital Corp. owns 51% of One Plant California

SOL Global’s average-cost-base on Captor Capital Corp. is approximately $0.83 per share

TORONTO — SOL Global Investments Corp. (“SOL Global” or the “Company”) (CSE:SOL) (OTCPK:SOLCF) (Frankfurt:9SB) announces that it has acquired more than 10% of the issued and outstanding Common Shares (“Common Shares”) of Captor Capital Corp. (“Captor”) (CSE:CPTR) through the facilities of the Canadian Securities Exchange (“CSE”).

“Captor owns a 51% interest in One Plant California which operates six (6) retail stores in California at the moment,” said Andrew DeFrancesco, Chairman and Chief Executive Officer of SOL Global. “We are big believers in California cannabis, especially at the premium retail level. As founders of One Plant Florida, we are beyond confident in what can be achieved in California given the experienced team leading the charge.”

On April 6, 2021, SOL Global acquired 67,000 Common Shares at a price of $1.20 per Common Share through the facilities of the CSE for total consideration of $81,219.00 (the “Transaction”). Immediately before the completion of the Transaction, SOL Global owned 3,790,500 Common Shares, representing approximately 9.84% of the issued and outstanding Common Shares on a non-diluted basis. Following the completion of the Transaction and all subsequent acquisitions of Common Shares by the Acquiror on April 6, 2021 and April 7, 2021, SOL Global now owns 3,938,200 Common Shares, representing approximately 10.22% of the issued and outstanding Common Shares on a non-diluted basis. SOL Global’s average-cost-base on Captor is $0.83 per Common Share.

The completion of the Transaction, together with all subsequent acquisitions of Common Shares by the Acquiror on April 6, 2021 and April 7, 2021, resulted in a 0.38% increase in the Company’s security holding percentage of the issued and outstanding Common Shares.

The Company acquired the securities reported herein for investment purposes. The Company may, depending on market and other conditions, increase or decrease its beneficial ownership in Captor’s securities, whether in transactions over the open market, by privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

This news release is being issued to comply with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”). An early warning report will be filed on SEDAR in accordance with NI 62-103. To obtain more information or to obtain a copy of the early warning report to be filed in respect of this news release, please contact SOL Global at the contact details noted below.

About SOL Global Investments Corp.

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

The Company’s head office is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9. Captor’s head office is located at 4 King Street, Suite 401, Toronto, Ontario, M5H 1B6.

Cautionary Statements

This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. The forward-looking information contained in this press release includes, without limitation, information relating to the Company’s investment plans.

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

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

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

About Ryan Allway

Canopy Growth to Acquire The Supreme Cannabis Company

MJ Shareholders — Thu, 08 Apr 2021 14:45:53 +0000

Under the terms of the Arrangement Agreement, Supreme Cannabis shareholders will receive 0.01165872 of a Canopy common share (the “Exchange Ratio”) and $0.0001 in cash in exchange for each Supreme Cannabis Share held. The Transaction provides Supreme Cannabis shareholders with a premium per Supreme Cannabis Share of approximately 66% based on the closing prices of the Supreme Cannabis Shares and Canopy common shares on the Toronto Stock Exchange (the “TSX”) as of April 7, 2021.

The Transaction is expected to provide several benefits to both Canopy and Supreme Cannabis shareholders. Notably, following completion of the acquisition, Canopy will possess a strengthened brand portfolio including one of Canada’s leading premium brands, 7ACRES. Brand growth is anticipated with distribution supported by Canopy’s robust sales and distribution network as well as superior consumer insights and R&D capabilities. In addition to receiving a market premium, Supreme Cannabis shareholders will also benefit from Canopy’s US CBD business and conditional positioning for continued exposure to the US market expansion. Further value will be derived through the scalable Kincardine, Ontario production facility, which has a demonstrated record of producing premium flower at low cost.

Key Transaction Highlights

Solidifies Canopy’s leadership position in the Canadian recreational market, well-positioned for growth: The Transaction combines Canopy’s preeminent position with Supreme Cannabis’ Top-10 position in Canada to create a pro forma Canadian recreational market share of 13.6%⁽¹⁾, including 7ACRES holding Canada’s number one premium flower brand position, number one in PAX vapes, and Top-5 in pre-rolled joints⁽²⁾.
- Combined pro forma market share estimated to be 23.3% of the premium flower segment in Ontario and 21.4% in British Columbia⁽³⁾.
Adds premium brands to Canopy’s portfolio: The addition of Supreme Cannabis’ premium brands, 7ACRES and 7ACRES Craft Collective, complement Canopy’s current consumer offering and will strengthen Canopy’s brand portfolio, with both brands expected to continue to grow with further investment and expansion. Supreme Cannabis’ Blissco and Truverra brands also add breadth to Canopy’s market presence in both the recreational and medical markets.
Brings a premium, low-cost and scalable cultivation facility to Canopy’s production capabilities: Supreme Cannabis’ hybrid-greenhouse cultivation facility at Kincardine, Ontario has a demonstrated capability of consistently producing premium flower from sought-after strains at low cost with significant potential for scaling.
Secures an immediate attractive premium for Supreme Cannabis shareholders: The Transaction provides Supreme Cannabis shareholders with a premium per Supreme Cannabis Share of approximately 66% based on the closing prices of the Supreme Cannabis Shares and Canopy common shares on the TSX as of April 7, 2021.
Participation by Supreme Cannabis shareholders in the future of Canopy: The Supreme Cannabis shareholders will receive Canopy common shares pursuant to the Transaction and will have access to Canopy’s consumer insights, advanced R&D and innovation capabilities as well as the opportunity to participate in the future growth of the US market based on the Company’s conditional positioning for rapid market entry. Post-Transaction, Canopy’s industry-leading balance sheet and cash position of approximately $2.5 billion positions the company for further expansion and product development.
Opportunity to achieve potential cost synergies estimated at approximately $30mm within two-years: Canopy anticipates post-Transaction cost synergy opportunities across both cost of goods sold and sales, general and administrative expenses, as it optimizes and integrates Supreme’s operations and shared services.

“As we continue to expand our leading brand portfolio, we’re excited to reach more consumers through Supreme’s premium brands and high-quality products, further solidifying Canopy’s market leadership,” said David Klein, Chief Executive Officer of Canopy. “Supreme’s deep commitment to superior genetics, top-tier cultivation and strict quality control, paired with Canopy’s leading consumer insights, advanced R&D and innovation capabilities, is expected to create a powerful combination that aligns with our strategic focus to generate growth with premium quality products across key categories.”

“This transaction is a testament to the value created by all the teams at Supreme and will be beneficial to all of our stakeholders,” added Beena Goldenberg, President and CEO of Supreme Cannabis. “We have been successful at delivering great products that achieved strong customer loyalty, and operating at levels of efficiency that are industry-leading. We have also built a highly sought-after premium brand in 7ACRES. Combining Supreme Cannabis with Canopy – a Canadian market leader with exposure to the United States – presents a significant value creation opportunity for both companies. We look forward to working with Canopy to complete this transaction.”

Transaction Details
The Transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act, requiring the approval of at least two-thirds of the votes cast by the shareholders of Supreme Cannabis voting at a special meeting of shareholders to consider the Transaction expected to be held in June 2021. Canopy has entered into voting support agreements with certain of Supreme Cannabis’ directors and officers pursuant to which they have agreed, among other things, to vote their Supreme Cannabis Shares in favour of the Transaction.

In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals including, but not limited to, TSX approval and approval under the Competition Act (Canada) and the satisfaction of certain other closing conditions customary in transactions of this nature. The Arrangement Agreement includes customary provisions, including non-solicitation, “fiduciary out” and “right to match” provisions as well as a termination fee of $12.5 million payable by Supreme Cannabis to Canopy in certain specified circumstances.

Assuming timely receipt of all necessary court, shareholder, regulatory and other third-party approvals and the satisfaction of all other conditions, closing of the Transaction is expected to occur by end of June 2021.

A full description of the Transaction will be set forth in the management information circular of Supreme Cannabis (the “Circular”), which will be mailed to Supreme Cannabis shareholders and filed with the Canadian securities regulators on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

Approvals and Recommendation
The Transaction was approved by the board of directors of each of Canopy and Supreme Cannabis, and Supreme Cannabis’ board of directors recommends that Supreme Cannabis shareholders vote in favour of the Transaction.

Each of BMO Capital Markets and Hyperion Capital provided the Supreme Cannabis Board of Directors with an opinion, dated April 7, 2021, to the effect that, as of the date of such opinion, the consideration payable pursuant to the Transaction is fair, from a financial point of view, to the Supreme Cannabis shareholders, in each case, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinions.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the 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.

Advisors and Counsel
Cassels Brock & Blackwell LLP is acting as strategic and legal advisor to Canopy.

BMO Capital Markets is acting as exclusive financial advisor to Supreme Cannabis and provided a fairness opinion to the Supreme Cannabis board of directors. Hyperion Capital Inc. provided an independent fairness opinion to the board of directors of Supreme Cannabis. Borden Ladner Gervais LLP is acting as legal counsel to Supreme Cannabis.

⁽¹⁾	^{Source: Provincial Boards; Headset Note: This market share data differs from Canopy’s internal market share data provided during Canopy’s previous earnings calls due to different methodologies and time periods. Market share data represents 01-Oct-20 through latest available data: Provincial Board data for ON online, PEI, NS (27/28-Mar-21) and NB (17-Mar-21); and Headset data for ON retail (28-Feb-21) and AB, BC and SK (31-Mar-21).}
⁽²⁾	^{Market share data represents 01-Oct-20 through latest available data: Provincial Board data for ON online, PEI, NS (27/28-Mar-21) and NB (17-Mar-21); and Headset data for ON retail (28-Feb-21) and AB, BC and SK (31-Mar-21).}
⁽³⁾	^{Internal Canopy Growth management estimate.}

About Canopy Growth
Canopy Growth (TSX:WEED, NASDAQ:CGC) is a world-leading diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, we offer product varieties in high-quality dried flower, oil, softgel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Our global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and is a market leader in both Canada and Germany. Through our award-winning Tweed and Tokyo Smoke banners, we reach our adult-use consumers and have built a loyal following by focusing on top quality products and meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada, the United States, and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and has introduced additional federally-permissible CBD products to the United States through our First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands. For more information visit www.canopygrowth.com.

About Supreme Cannabis
The Supreme Cannabis Company, Inc., (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1), is a global diversified portfolio of distinct cannabis companies, products and brands. Since 2014, the Company has emerged as one of the world’s most premium producers of recreational, wholesale and medical cannabis products.

Supreme Cannabis’ portfolio of brands caters to diverse consumer and patient experiences, with brands and products that address recreational, wellness, medical and new consumer preferences. The Company’s recreational brand portfolio includes, 7ACRES, 7ACRES Craft Collective, Blissco, sugarleaf, and Hiway. Supreme Cannabis addresses national and international medical cannabis opportunities through its premium Truverra brand.

Supreme Cannabis’ brands are backed by a focused suite of world-class operating assets that serve key functions in the value chain, including, scaled cultivation, value-add processing, automated packaging and product testing and R&D. Follow the Company on Instagram, Twitter, Facebook, LinkedIn and YouTube.

We simply grow better.

Notice Regarding Forward-Looking Information
This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Canopy, Supreme Cannabis or their respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include statements with respect to the timing and outcome of the Arrangement, the anticipated benefits of the Transaction, the estimated potential synergies as a result of the Transaction, the anticipated timing of the Supreme Cannabis special meeting of shareholders and the closing of the Transaction, the satisfaction or waiver of the closing conditions set out in the Arrangement Agreement, including receipt of all regulatory approvals. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including assumptions as to the time required to prepare and mail meeting materials to Supreme Cannabis shareholders; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction; the prompt and effective integration of Canopy’s and Supreme’s businesses and the ability to achieve the anticipated synergies contemplated by the Transaction; inherent uncertainty associated with financial or other projections; risks related to the value of the Canopy common shares to be issued pursuant to the Transaction; the diversion of management time on Transaction-related issues; expectations regarding future investment, growth and expansion of Canopy’s and Supreme’s operations; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets; risks related to infectious diseases, including the impacts of the Covid-19 pandemic; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of Canopy filed with Canadian securities regulators and available under Canopy’s profile on SEDAR at www.sedar.com and with the United States Securities and Exchange Commission through EDGAR at www.sec.gov/edgar, including Canopy’s annual report on Form 10-K for the year ended March 31, 2020, as amended, and in the public filings of Supreme Cannabis filed with Canadian securities regulators and available under Supreme Cannabis’ profile on SEDAR at www.sedar.com, including Supreme Cannabis’ annual information form for the year ended June 30, 2020.

In respect of the forward-looking statements and information concerning the anticipated benefits and completion of the Transaction and the anticipated timing for completion of the Transaction, Canopy and Supreme Cannabis have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although Canopy and Supreme Cannabis believe that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Canopy and Supreme Cannabis have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and Canopy and Supreme Cannabis do not undertake any obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

SOURCE Canopy Growth Corporation

For further information: Canopy Growth Corporation, Media Contact: Niklaus Schwenker, Director, Communications, [email protected]; Investor Contacts: Judy Hong, Vice President, Investor Relations, [email protected]; Tyler Burns, Director, Investor Relations, [email protected]; The Supreme Cannabis Company, Inc., Craig MacPhail, Investor Relations, [email protected], Phone: 416-466-6265; Kingsdale Advisors, [email protected], Toll-free: 1-877-659-1819, Collect (Outside North America): 1-416-867-2272

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