Green Organic Dutchman Holdings Ltd (OTCMKTS:TGODF) Secures Pro-Cert Organic Certification For Its Valleyfield Facility

Green Organic Dutchman Holdings Ltd (OTCMKTS:TGODF) Secures Pro-Cert Organic Certification For Its Valleyfield Facility

Green Organic Dutchman
Holdings Ltd (OTCMKTS:TGODF)
recently revealed that it secured organic
certification for its Valleyfield, QC facility from reputable organic
certification expert Pro-Cert.

The organic certification for the Valleyfield facility
represents an important milestone for the company because it solidifies its
position as one of the top organic global cannabis brands. It is however not
the first certification that the company has achieved. It previously secured
certification for its organic growing facilities located in Europe and Canada.
The extra certification however highlights TGOD’s commitment towards
maintaining its status as a leading cannabis brand.

“It’s exciting to reach new milestones as we begin commercial production. Growing certified organic cannabis at scale is a highly complex process which has taken time, great care and extensive research to refine,” stated TGOD CEO Brian Athaide.

The CEO also revealed in his statement that TGOD’s
facilities are subjected to a comprehensive certification process to maintain
high-quality standards. This also ensures that the facilities efficiently at
all the stages. Athaide’s statement also noted that the company’s team created proprietary
methods that take advantage of the benefits of growing on rich soil to maintain
organic integrity across the production chain.

Pro-Cert delivers a high-quality certification level that is
accredited and ISO 17065 compliant. This is one of the reasons why it has
earned itself global recognition.

TGOD unveils Global
Strategic Hemp Division

TGOD also recently launched its Global Strategic Hemp
Division as part of its push into the global CBD and hemp market. The company
created the new division to speed up the creation and commercialization of new
products and also to promote growth.

Speaking about the launch, Athaide laid down the statistics, noting that the CBD market will likely be worth $22 billion by 2022 and that it will be characterized by heavy demand. A noteworthy proportion of the market demand is the demand for organic CBD products.

 TGOD therefore has a
chance to leverage that growth by implementing a strong growth strategy that
will help maintain its spot as one of the major CBD brands recognized globally.
Fortunately, the company is well-equipped with a strong and experienced team to
help achieve those goals.

Published at Fri, 05 Jul 2019 12:01:41 +0000

How to Build a Cannabis MSO

How to Build a Cannabis MSO

  • Spending in U.S. cannabis dispensaries topped $9.8 billion in 2018
  • Projected to more than triple to $30 billion by 2024, with a CAGR of 20%
  • Western states with dual-usage markets appear to be prime targets
  • Cannabis concentrates offer most robust growth potential among consumer products
  • As with the alcohol industry, strong brands will be crucial

U.S. cannabis companies with multi-state operations (MSO’s) are a hot topic for many cannabis investors. But is there any formula here for success?

Cannabis has now been legalized for medicinal use in 33 states, with 11 states now also authorizing legal recreational usage.

As each state legalized, a new (legal) cannabis industry has sprung into existence. With the number of cannabis-legal states multiplying has come the opportunity to increase size and scale through multi-state operations. And the “multi-state operator” (MSO) was born.

Many U.S.-based cannabis companies are now pursuing this general strategy. Different business plans have emerged in terms of how to execute on that strategy.

Forming a business model

Before becoming an MSO, a cannabis company needs to have a plan. Spread out laterally as quickly as possible, or build up a base and then seek to expand upon that foundation? Pursue full vertical integration or specialize in one or more sub-sectors within the industry? Which states?

With no clear winners (yet) among MSO’s, these are questions that have been asked but the answers have yet to emerge.

In terms of the pace of expansion, there is no single right answer. Spread out too fast and a company can suffer from both a lack of focus and the risk of excessive dilution. On the other hand, move too deliberately in building a base and a company risks falling too far behind competitors in other state markets.

The latest industry report from BDS Analytics, its Cannabis Insights June 2019 helps to frame the current picture for the U.S. cannabis industry.

Total legal cannabis spending in regulated dispensaries in the U.S. topped $9.8 billion in 2018 and is projected to grow to $30 billion in 2024, a CAGR of 20%.

While there are already significant revenue dollars on the table, those dollars are expected to triple after another five years.

For cannabis companies looking to compete as MSO’s, the message is that it’s not too late to get into the game. But you can’t afford to wait because there is a need to get positioned in these rapidly growing markets now.

For those companies that have already invested time/effort in building a base, now is the time to be leveraging that mass (and expertise) by spreading out.

Full vertical integration or choose to be more specialized?

Both business models have merit. The advantages of vertical integration are well known: operational efficiencies and synergies. But the world is also full of successful specialists. What’s right for the cannabis space?

Follow the money

Perhaps the single largest market for cannabis (over the long term) is as a recreational drug. Comparing cannabis to alcohol, currently a $1 trillion per year sector may be a good place to start.

A recent TSI Exclusive framed the opportunity here.

If governments in North America and around the world continue to embrace cannabis legalization rather than obstruct it, the global cannabis industry could generate those revenues as an alcohol-substitute alone. It would only require consumers to shift 1/7th of their alcohol consumption to (legal) cannabis to produce an additional $150 billion per year in cannabis revenues by 2025.

More specifically, in the already fully-legal cannabis markets:

Just a small shift in consumption from alcohol to cannabis would add an additional $3+ billion per year in cannabis revenues in Canada. In California, a similar shift in consumer behavior would generate approximately $4.2 billion in additional cannabis revenues.

Most of the dollars in the alcohol industry don’t go to the grape-growers supplying the wine industry or the hops-growers supplying the beer industry. They end up in the pockets of the multinational corporations supplying the consumer products for this industry – branded consumer products.

Again, there seems to be a clear message for the cannabis industry. While companies don’t necessarily have to specialize in producing/distributing cannabis consumer products (and investing in the branding that goes with it), this needs to be a central component in any business model.

The time is now for MSO’s. And these companies need strong exposure to cannabis consumer products, especially the high-margin value-added products derived from cannabis concentrates.

Also from BDS Analytics’ June report:

For the CA market in April 2019, Concentrates were the largest category by sales with revenues of $87.5 million.

As the largest single state market for cannabis, both cannabis investors and MSO’s need to stay on top of cannabis trends in California.

Location, location, location

That answers part of the question for aspiring MSO’s in terms of “where”? Cannabis MSO’s need exposure to the California market, by far the single largest market in the U.S., providing both a legal medicinal market and a legal recreational market.

Where else?

As noted previously, the market for recreational cannabis appears at this point to be the single largest revenue pie that cannabis companies can target. Medicinal usage is more accepted and advanced. But total consumer dollars potentially on the table look to be more limited.

MSO’s need to especially target states with legalized medicinal and recreational use. That narrows down options considerably.

Illinois has just become the 11th U.S. state (along with Washington, D.C.) to have authorized both medicinal and recreational use of cannabis. Here BDS Analytics offers more interesting numbers.

It selected five western state cannabis markets: Arizona, California, Colorado, Oregon, and Washington. And for the month of April 2019, it reported combined monthly cannabis revenues for these five key markets at $574.39 million.

All of these states except Arizona already boast both legal medicinal and recreational markets. Of note, a report just out from that state suggests Arizona will “probably” legalize recreational pot in 2020.

Of course, aspiring MSO’s can’t afford to completely ignore opportunities in the 33 U.S. states that have medicinal cannabis markets.

Missouri has just announced it will hand out 338 new medical cannabis licenses in that state. As The Seed Investor has reported, MSO’s comprise a “major portion” of the more than 500 applicants for those licenses.

Why is BDS Analytics focusing its gaze on western states? These states were the early movers in opening up a legal cannabis industry and have populations with generally more liberal views toward cannabis use. The two factors clearly go together.

How do you build a cannabis MSO?

While some of the ingredients in a successful formula have yet to be proven, there are a few objective guidelines. Focus on states with dual medicinal/recreational markets. Get plenty of exposure to cannabis concentrates and look to position yourself in the West.

Published at Fri, 05 Jul 2019 19:24:14 +0000

This Week in Cannabis Investing, July 5

This Week in Cannabis Investing, July 5

It’s been a big week in the cannabis space…correction, it’s been a huge week for the cannabis industry – on both sides of the border.

It was a relatively quiet day on Monday – Canada Day north of the Border. Transcanna Holdings announced the acquisition of Lifestyle Delivery. GrowHealthy reported the opening of new dispensaries in Daytona and Orlando. The Seed Investor was busy.

We noted that France and several other nations announced new initiatives to liberalize cannabis laws. The Seed Investor then jumped on new numbers from Ontario on retail cannabis stores in that province, as dispensaries finally begin to open. Opening “a handful of stores” caused revenues to increase by ~150%, in one month. Last but not least, we alerted investors to where the big dollars are going to come for the cannabis industry.

In a TSI Exclusive, we explained the potential of cannabis as an alcohol substitute alone. Consumers have already expressed a strong desire to do this. It would take a shift by consumers of just 1/7th of their alcohol consumption to cannabis to generate an additional $150 billion per year in cannabis revenues. This matches the most bullish projections for the entire cannabis industry.

Tuesday was much busier in terms of company news. 1933 Industries released its Q3 results. Cannex Capital announced a California expansion. Blueberries Medical made a big acquisition in Argentina. FSD Pharma closed its acquisition of Prismic Pharmaceuticals. Zenabis Global announced non-dilutive financing of CAD$30 million via a Tilray® subsidiary. The Seed Investor reported on the rapid increase in pro-cannabis support in the UK.

Wednesday there were shock waves in the cannabis industry on both sides of the border. In Canada, the Board of Directors for industry-leader Canopy Growth removed co-CEO Bruce Linton, following public pressure from the company’s largest shareholder, Constellation Brands. In a TSI Exclusive, we posed a tough question. Was the Ontario government ultimately responsible for Linton’s dismissal because of the snail’s pace at which the province had opened retail stores? In the United States, equally big news. Media reports indicate that Congress will schedule a hearing next week to review the legal status of cannabis federally. Could this be the end of Prohibition?

Thursday marked 4th of July celebrations in the U.S., giving cannabis investors (and cannabis media companies) the opportunity to catch their breath after Wednesday.

Friday, Nutritional High announced a one-year provisional distribution license in California. Tilray® bolstered its European cannabis division with five senior appointments. Naturally Splendid reported that its NATERA™ Sport Bars were now available on store shelves across Canada. Bill Blair, Canada’s federal minister for the cannabis industry rejected claims by Ontario’s government that “a pot shortage” was preventing the opening of more retail cannabis stores in that province. The state of Missouri announced more than 500 applicants for the 338 medical cannabis licenses the state will be awarding. Finally, we wrapped up the week with a TSI Exclusive: How to Build a Cannabis MSO. With U.S. multi-state operators a focal point for many investors, we provided investors with some facts and suggestions here.

Those were the highlights from what was a holiday-shortened but very eventful week for the cannabis industry. As the summer heats up, there is plenty of action to monitor in the cannabis space.

Published at Fri, 05 Jul 2019 21:17:26 +0000

Is This Marijuana Stock the Next Big Opportunity?

Is This Marijuana Stock the Next Big Opportunity?

In addition to the growth of the marijuana stock market the legal hemp market in the U.S. has grown substantially. CV Sciences has been at the forefront of this legal market for quite some time. It seems as though the growth of the legal hemp market is so high, that companies like CV Sciences are able to see bullish returns were other alternative markets may not.

One of the main focuses of CV Sciences has been in the health side of the CBD market. This includes everything from CBD infused medicines to hemp-derived wellness products. The company stated that they have seen a massive amount of growth registering at $14.9 million in sales during their first quarter of this year. As one of the leading marijuana stocks working in the hemp market, this seems to be quite a good sign.

Where CV Sciences Can Go Next

The company has stated that its entrance into the hemp-derived CBD market is one of their largest opportunities. Because of the recent passing of the Farm Bill in the U.S., the company has seen growth upwards of 85% for the year. Analysts have stated that this is merely just the beginning of the growth that the company can see in the pot stock space.

CV Sciences also announced that they have tended into a large agreement with the popular drugstore chain Kroger. The agreement states that the former will supply Kroger with various products from their inventory, which will then be shipped to as many as 4,600 shops around the U.S.

Hemp Growth Continues to Reach Sky High

The upside potential for hemp in the marijuana stock market is projected to grow exponentially in the next few years. Cowen, a popular research firm has stated that the market could see a value north of $16 billion in only 2-3 years from now.

With CBD based medicines going for FDA approval later in the year, it seems as though CV Sciences is poised to continue advancing into the near future. As they continue to dominate CBD throughout the cannabis stock market, CV Sciences remains one of the more intriguing pot stocks to watch into the near future.

Published at Fri, 05 Jul 2019 18:37:54 +0000

Is This Marijuana Stock Worth the Long Haul Investment?

Is This Marijuana Stock Worth the Long Haul Investment?

Canopy Growth Corporation (NYSE:CGC) is one of the leaders in the marijuana stock market over the past year. The size of the company, however, has not been able to counteract high volatility. Volatility with the company is not anything new by any means but it is something to watch out for.

The company also recently announced their sales and gross margins which were somewhat disappointing. This is in addition to an equally slow amount of growth in their edible sector of the marijuana stock market. The hopes are that they can begin to show some profits into the coming year.

Can these Results Switch Up?

The revenue growth that they have seen in the past few months has primarily come from the sales of cannabis. These sales, which are both recreational and medicinal seem to be the bread and butter of the company. Canopy Growth Corp. did see their gross margins shoot down by around 16%.

Although many were excited by the potential of future prospects for Canopy Growth in the marijuana stock market, the company has not seen much growth in recent months. This is due partly to the high competition in the industry, but also in part to the capital they have used to build out their business.

The company has stated that one of their main focuses now is moving into the edible market. This, however, is something that is not nearly as easy as they make it seem. There are a lot of inherent risks with this side of the industry. Edibles, however, have proven to be quite successful. The goal is to have the edible products available online in the near future. This would hopefully bring in a larger amount of revenue to the company.

Is Profitability on the Horizon?

The coming year should be quite exciting for Canopy Growth as they move deeper into the pot stock market. The goal is for them to see a large or even increased amount of profitability in the short term. With October 17th bringing a lot of hopes with it in the legal Canadian cannabis market, some companies have simply disappointed since that time.

The company has continued to put itself amongst the largest in the industry, which is quite a promising prospect. Only time will tell how much success they can continue to see as they move deeper into the future of the cannabis stock industry.

Published at Fri, 05 Jul 2019 18:46:14 +0000

Kalytera Therapeutics (OTCMKTS:KALTF) Moves Closer To A Fully Vertically Integrated Company Status

Kalytera Therapeutics (OTCMKTS:KALTF) Moves Closer To A Fully Vertically Integrated Company Status

This year has seen Kalytera
Therapeutics (OTCMKTS:KALTF)
engaged in numerous deals aimed at expanding
the company’s scope. The company has set clear objectives concerning what it
expects to achieve this year. One of these objectives is to be a fully
vertically integrated company.

Acquisition of a CBD
extraction firm

In late June 2019, Kalytera signed
a letter of intent (LOI) to buy into Oregon 01. This is a cannabidiol (CBD)
extraction company based in Oregon. Operating under Clean Bi Design as its
business name, the firm has the capability to produce around 600 kg of CBD
isolate for a single shift every month.

The Clean Bi Design facility is duly certified by the FDA
and GMP and has extraction equipment which is sure to optimize the extraction
activity. Notably, the equipment can perform extraction, isolation and
distillation all at the same time. Kalytera expects to begin operation at the
facility by the fourth quarter 2019.

Clean Bi Design will cost Kalytera $3.5 million which will
give the company a 51% shareholding. According to the LOI, the deal should be
closed by early October.

A step closer to a
leadership position

The cannabis industry is just taking off, especially in the
US. But companies have to deal with complicated legal procedures just to hit
the ground running. This is due to the absence of a clear legal environment
regarding cannabis in the US.

Despite the complexities, Kalytera is determined to take
pole position in the industry. As per the company’s CEO and President, Robert
Farrell, the new acquisition should help Kalytera to cement its dominance of
the interface between consumer and medical CBD markets.

Kalytera intends to be a vertically integrated company and
Clean Bi Design is the right move toward that goal.

For starters, the company has interests in both medical and consumer markets in the cannabis industry. Just last month, KALTF revealed positive progress in the development of a CBD molecule which expedites pain relief.

As per the company, this molecule, dubbed KAL-1816, can ably
shut down the transmission of pain in conditions such as colitis, sciatica and

Published at Wed, 03 Jul 2019 12:01:18 +0000

Gold Leaf Holding Ltd. (OTCMKTS:GLDFF) Elects New Board Of Directors And Amends The Debenture Indenture Term

Gold Leaf Holding Ltd. (OTCMKTS:GLDFF) Elects New Board Of Directors And Amends The Debenture Indenture Term

Gold Leaf Holding Ltd. (OTCMKTS:GLDFF) has announced the election of new Board of Directors during the
annual shareholder meeting held on June 25, 2019. The cannabis company that
focuses on cultivation production, as well as retail operations of recognized
brands, elected Rick Miller, Alex Winch, Bob McKnight, Larry Martin, Gary
Zipfel, and John Varghese.

Election of the new board of directors

During a Board
of Directors meeting held after the shareholders meeting the board elected Rick
Miller to be the Chairman of the Gold Leaf Holdings Board. The election came
days after the Board of Directors appointed Join Varghese as the Interim
President and CEO of Gold Leaf holdings following the departure of Ms. Barsa.
The search for a new CFO and CEO is currently ongoing. Varghese will lead the
company through the transition and corporate assessment process.

Debentures meeting to amend the term of debenture

During a meeting
of the holders of those debentures that will be maturing in November 2, 2019
that was equally held on June 25, 2019 the holders approved an amendment to the
term of the debenture indenture that allows Gold Leaf Holdings to transfer,
sell or dispose its corporate assets that are estimated to have an aggregate
value of around C$2 million in any 12-month duration.

However, this is
subject to whether the assets will be determined to be in reasonably
unproductive, not profitable and either strategically unnecessary to the
company. Gold leaf Holdings requested for the amendment so that the company can
be in a better position to quickly facilitate the disposition of all
unproductive, strategically unnecessary as well as unprofitable assets.

Gold Leaf
Holdings has multiple cannabis operations in various regions across Canada as
well as Nevada and Oregon. The company focuses on cannabis cultivation,
production as well as retailing of some of the recognized cannabis brands. The
company supplies its cannabis products via its proprietary Chalice Farms retail
dispensaries and other third-party dispensaries. The products and retail
operations of the company are designed to offer amazing customer experiences by
focusing on quality products and excellent in-store experience.

Published at Thu, 04 Jul 2019 12:01:43 +0000

Big Changes Coming to N.J.’s Medical Marijuana Program as Gov. Murphy Signs Expansion Bill

Big Changes Coming to N.J.’s Medical Marijuana Program as Gov. Murphy Signs Expansion Bill

MEDFORD, OR, July 3, 2019 /CNW/ – PRESS RELEASE – Grown Rogue International Inc., a vertically-integrated, multi-state cannabis company with licenses and operations in Oregon, California, and now entering Michigan, has released its financial and operating results for its fiscal second quarter ended April 30, 2019. The company’s financial statements and management’s discussion and analysis for the period are available on the company’s SEDAR profile at or through the company’s website at All amounts are expressed in United States Dollars unless otherwise indicated. Certain metrics, including those expressed on an adjusted basis, are non-IFRS measures.

Financial Highlights

  • Second quarter 2019 revenues increased more than six-fold year-over-year, from $0.3 million to $1.9 million. Quarter-over-quarter revenues increased 125 percent from $0.8 million in Q1.
  • Adjusted Gross Margin was ($0.02) million for the quarter and $0.2 million for the year-to-date. Adjusted Gross Margin was $0.4 million for the second quarter (20 percent) and $0.8 million for the year-to-date (28 percent)
  • Adjusted EBITDA3 was ($1.0) million for the second quarter.

“Our second quarter revenue results are indicative of the brand strength and distribution reach we have achieved in Oregon and we are taking the same platform to California and Michigan,” said Obie Strickler, CEO of Grown Rogue. “The proposed acquisition of Decibel Farms announced in April is expected to increase our manufacturing capacity in Oregon where we continue to enjoy record demand for our products. Our California distribution license went into effect during the second quarter with revenues expected to commence this month.”

Grown Rogue expects to increase its combined annual flower production capacity in Oregon and Michigan from approximately 5,000 lbs (2,300 kgs) currently, to approximately 12,000 lbs (5,400 kgs) by the end of fiscal year 2019 following the anticipated incorporation of Decibel Farms and scaling of its cultivation operations in Michigan. The increased capacity is inclusive of the 40,000 square feet of greenhouse production capacity in Oregon in the proposed Decibel Farm transaction announced in April 2019. Grown Rogue’s anticipated acquisition of the Decibel brand includes Decibel’s “Loud” branded pre-roll which features a unique “painted on” rosin. Grown Rogue plans to introduce this innovative product in the California market in the third calendar quarter of 2019.

Qualitative Performance Factors

“We believe that licenses, assets, and operations are of little value without an experienced team that knows how to cultivate quality cannabis products at scale and build meaningful brands. Our team has been building these core competencies for the past three years,” added Jacques Habra, chief strategy officer.

Grown Rogue has received recognition at regional cannabis competitions for “Highest Percentage THC,” “Highest Percentage Terpenes,” as previously announced in a press release on Jan. 8, 2019. This recognition for cultivation excellence are the foundation of the Grown Rogue products that the company intends to bring to California and Michigan.

Grown Rogue Current Multi-State Presence

Well-established in Oregon, Grown Rogue has expanded into California and its third state, the highly populated, limited-license state of Michigan through a partnership agreement.

Oregon Operations

  • Cultivating 130,000 sq. ft. of canopy in Oregon (including Decibel Farms) including three outdoor and greenhouse farms and a state-of-the-art indoor facility
  • Increased outdoor yield from 2018 to 2019 by over 50 percent
  • Increasing market penetration and sales revenue

California Operations

  • Expanded into California with a 16,000-square-foot microbusiness facility in Eureka with retail, processing and distribution licensing partnership spanning San Francisco to Los Angeles.
  • Secured state and local approval for distribution license and type 6 manufacturing (non-volatile), and local approval for type 7 manufacturing (volatile).

Michigan Operations

  • Subsequent to the close of the second quarter a binding LOI was signed to acquire Michigan operator “Inferno Gardens Inc.” which includes one retail dispensary (referred to as provisional centers in Michigan), a 24,000-square-foot indoor cultivation facility, and a processing/manufacturing center. First sales are anticipated to begin in early 2020.
  • As a result of this new agreement with Inferno Gardens originally disclosed in a press release on July 2, 2019, Grown Rogue has elected not to move forward with a previously announced option to acquire alternative Michigan operations as previously announced in a press release on Feb. 25, 2019.

Second Quarter 2019 Financial Overview

Grown Rogue revenue grew to $1.9 million, a 548-percent increase from revenue of $0.3 million in its second fiscal quarter ended April 30, 2018, and a 125-percent increase on a consecutive quarterly basis from $0.8 million in Grown Rogue’s first quarter of fiscal 2019. Organic sales growth are driven through the internal sales force, third party distribution, and strengthening of the Grown Rogue brand.

F2019 Q2 Adjusted Gross Margin was $0.4 million, or 20 percent of revenues, a substantial improvement from Adjusted Gross Margin of ($0.04) million for the same period last year. Adjusted Gross Margin improved as a result of the efforts of the company over the past year to refine its cultivation processes to be more efficient, resulting in lower cost of sales, while also increasing revenue.

General and administrative expenses were $1.3 million for the second quarter of fiscal 2019, compared to similar expenses of $0.6 million for the second quarter of fiscal 2018. The increase in expenses was primarily related to the expanded scope of operations and associated sales, general and administrative support. Grown Rogue’s Adjusted EBITDA amounted to ($1.0) million for the three months ended April 30 2019, compared to ($0.6) million for the three months ended April 30, 2018. The increased loss was primarily attributable to infrastructure investments required to support the company’s growth plans.

The company’s cash and cash equivalents position was $0.3 million as at April 30, 2019. Subsequent the second quarter the company completed a CAD $1.5 million debenture financing.

Published at Wed, 03 Jul 2019 16:21:00 +0000

Kona Gold Solutions Inc (OTCMKTS:KGKG) Selects An Experienced Distributor H & M Wagner & Sons Foodservice For Mid-Atlantic Region And Approaching Record Revenues Of $600,000 in Q2 2019

Kona Gold Solutions Inc (OTCMKTS:KGKG) Selects An Experienced Distributor H & M Wagner & Sons Foodservice For Mid-Atlantic Region And Approaching Record Revenues Of $600,000 in Q2 2019

Gold Solutions Inc (OTCMKTS:KGKG)
has selected an experienced and
family-owned distributor: H & M Wagner & Sons Foodservice for the distribution of its flagship products
in the mid-Atlantic region. The Maryland based distributor has built a
long-lasting relationship with employees and customers in the Mid-Atlantic
region, with over 58 years of experience.

Family experience with quality

Wagner is a leading player in the food service beverage and offers 7202 Coffee
and Tea, Soda and Juice, Passion Bay Daiquiris, and bag-in-box. The company is
a pride to provide the customers with the assortments they need. The customers
are delighted to receive locally produced and sourced products and nationally recognized
brands of over 10,000 from the warehouse of H&M Wagner. It offers a unique
experience to the customers by delivering quality products at reasonable rates.
The distributor creates a family feeling experience to the customers.

Distribution in 6 states

President (Sales) of Kona Gold, Chris Selinger said the company is pleased to
enter a distribution accord with H&M Wagner. It is great to add H&M
Wagner to its distribution portfolio in the Mid-Atlantic Region. With this new
accord, the company has distribution capabilities in Virginia, Pennsylvania,
West Virginia, Maryland, and Washington DC. H&M Wagner is an innovative,
versatile, and progressive distributor having important relationships with
several convenience store chains.

Record sales in May 2019

Gold has reported excellent sales of more than $200,000 from HighDrate CBD
Energy Waters and Kona Gold Hemp Energy Drinks in May 2019. The company is on
track to achieve revenues of $600,000, surpassing the projected revenues of
$400,000 in Q2 2019.

Gold has recently added Kona Gold Hemp Energy Drinks in two new flavors in May
last week and extending the line to 7. The company expects to generate robust
sales in June 2019 from the expected launch of the two new flavors of HighDrate
CBD Energy waters and Kona Gold in the next two weeks. Kona Gold also plans to
unveil Storm CBD High Alkaline Water later this month.

Executive Officer of Kona Gold, Robert Clark said the company has improved
market share and footprint in CBD beverage and Hemp and growing at a fast pace.

Published at Tue, 02 Jul 2019 12:01:23 +0000

Access to Medical Cannabis Is Now Legal in Ireland Under New Pilot Scheme

Access to Medical Cannabis Is Now Legal in Ireland Under New Pilot Scheme

TORONTO, June 24, 2019 (GLOBE NEWSWIRE) — PRESS RELEASE — The Flowr Corporation has announced that it has entered into a definitive agreement to acquire the remaining 80.2-percent interest in Holigen Holdings Limited by way of a share purchase. Flowr previously announced its intention to acquire 19.8 percent of Holigen. Upon the closing of the acquisition, Flowr expects to own 100 percent of the issued and outstanding shares of Holigen. The acquisition has been approved by the board of directors of each of Flowr and Holigen and is strongly supported by both management teams.

“The full acquisition of Holigen is a natural evolution of our global cannabis strategy. The combination of Flowr’s leading cultivation know-how and facility design with Holigen’s global footprint, expertise in GMP and deep pharmaceutical experience is an excellent fit. The opportunities in the European and Australian-Asian medical cannabis markets are enormous and Holigen brings unmatched scale to service these regions,” said Vinay Tolia, Flowr’s chief executive officer.  “Over the course of this year, we have worked closely with Holigen’s management to help develop their incredible assets, notably Aljustrel, their Portuguese outdoor cultivation facility. Aljustrel, which is expected to be operational in the second half of 2019, is a planned 7-million-square-foot outdoor cultivation footprint with an expected ability to produce over 500,000 kilos annually and was deemed a Project of National Interest by the Portuguese Government. This acquisition positions us to be successful with two distinct and economically sustainable strategies, the premium dried flower market in Canada and the low-cost, large-scale extract medical market globally.”

The purchase price for the acquisition is expected to be satisfied by the issuance to DFT Trading Limited and Pleiades Trading Limited, the vendors under the agreement of 32,632,545 Series 1 Voting Convertible Redeemable Preferred shares of the company, cash consideration in an amount equal to the Canadian dollar equivalent of €4,269,927.31 based on the Bank of Canada exchange rate on the business day prior to the closing date of the acquisition and an amount equal to the Canadian dollar equivalent of certain amounts loaned by related parties to a vendor to Holigen, up to a maximum amount of C$2,000,000. In addition, Flowr has agreed to pay the aggregate amount of €1,378,106.53 to certain of Holigen’s creditors, subject to closing. The purchase price is subject to adjustment based on the working capital of Holigen at closing.

Pursuant to their terms (i) 10 percent of the consideration shares will automatically convert into common shares of Flowr immediately after issuance on closing; and (ii) 40 percent of the consideration shares will automatically convert into common shares six months from the closing, in each case on a 1:1 basis. The remaining 50 percent of the consideration shares will convert into common shares when and if Holigen achieves certain milestones related to the lodging of product applications and achieving certain planting targets in Australia and Portugal. Flowr has agreed to expend an aggregate of €17 million and AUD$11 million between closing and January 2020 in order to help Holigen achieve such planting targets. Except as provided by law, the holders of consideration shares are entitled to vote with the holders of outstanding common shares and in any such vote, each consideration share shall be entitled to a number of votes equal to the number of common shares into which such consideration share is convertible.

Pursuant to the agreement, Flowr has agreed to appoint Pauric Duffy (the control person of DFT Trading Limited) to the board of directors of Flowr on closing, subject to TSX.V approval, and Duffy and Peter Comerford (the control person of Pleiades Trading Limited) will be employed by the company as Managing Director, Europe and Managing Director, Australia respectively. The agreement contains customary representations, warranties and covenants of each of Flowr, the vendors and certain guarantors of the Vendors, being DFT Holdings Limited (the parent of DFT Trading Limited), Pauric Duffy, Pleiades Holdings Limited (the parent of Pleiades Trading Limited) and Peter Comerford.

In connection with the acquisition, Duffy will indirectly receive, among other consideration, 26,160,060 consideration shares. As a result, Duffy will enter into a governance agreement with Flowr, whereby he will agree to certain customary standstill and transfer restrictions. The governance agreement also provides that until the earlier of the first business day on which Duffy beneficially owns shares of Flowr representing less than 13 percent of the then issued and outstanding common shares on a partially diluted basis, and (ii) the conversion or redemption of all of the consideration shares held by Duffy and his affiliates, the completion of certain transactions (as set out in the governance agreement) by the company will require consent of Duffy (not to be unreasonably withheld). This consent right, however, will not restrict the board of directors of Flowr from exercising its fiduciary duties.

Holigen is to pay to its financial advisor a transaction fee of C$750,000, contingent upon the closing of a transaction such as the acquisition. Pursuant to the SPA, the company has agreed to pay the transaction fee if closing occurs.

Closing is subject to, among other things, the TSX.V’s conditional approval of the listing of the common shares upon conversion of the consideration shares and the receipt of approval of Flowr’s shareholders (if required). If the closing has not occurred on or before July 15, 2019 (which date may be extended by mutual agreement of the parties), and if such outside date has not been extended by the parties, Flowr or the vendors may terminate the agreement.

Each of Holigen and its subsidiaries, the vendors and the guarantors are arm’s length parties to Flowr.

Published at Tue, 02 Jul 2019 15:49:00 +0000