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Freedom Leaf Inc. (FRLF) Announces Acquisition of Green Lotus Companies

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The Company will be hosting a shareholder call on Thursday, May 23 at 4:30pm (ET). See dial in instructions below:LAS VEGAS, NV, May 21, 2019 (GLOBE NEWSWIRE) — via NEWMEDIAWIRE — Freedom Leaf Inc. (OTCQB: FRLF), a Nevada corporation, d/b/a Freedom Leaf Health, announced its entry into a definitive agreement to acquire ECS Labs LLC, including its two wholly-owned operating subsidiaries, which collectively constitute the “Green Lotus” premium hemp oil products brand. The acquisition is expected to generate a substantial increase in revenue for Freedom Leaf while providing Freedom Leaf access to a more robust portfolio of products, enhanced distribution capabilities and penetration in attractive emerging CBD markets worldwide. The purchase price for the transaction is $14mm of Freedom Leaf common stock to be issued at the closing of the acquisition valued based on the volume-weighted average trading price per share for the thirty trading days prior to the date of the closing of the acquisition. Green Lotus offers an eponymous line of CBD products including tinctures, soft gels, topicals, cartridges, gummies and pet tinctures and a newly introduced line of sparkling CBD beverages. In 2018, the Green Lotus companies generated unaudited gross revenue of $2.2mm with positive cash flow, and in the first quarter of 2019, the unaudited gross revenue of Green Lotus reached $1.4mm in the U.S.The acquisition is subject to customary closing conditions and is expected to close on or before May 27, 2019.  For additional details, please reference the Form 8-K to be filed with the U.S. Securities and Exchange Commission. Freedom Leaf was advised by Kleinberg, Kaplan, Wolff & Cohen, P.C. in connection with the transaction.KEY HIGHLIGHTS The acquisition will bring an expansion of talent and new leadership to Freedom Leaf.  Upon the closing of the acquisition, Carlos Frias, a Marine Corps veteran who founded Green Lotus in 2016, will assume the role of CEO of Freedom Leaf. The combination offers Freedom Leaf an established portfolio of hemp CBD products and greater access to multiple sales channels including traditional retail, independent pharmacies, ecommerce, and direct-to-consumer. The acquisition is expected to significantly increase and broaden Freedom Leaf’s current customer base. Green Lotus has an existing multi-year agreement with CBD Life SA De CV (“CBD Life”), one of only a limited number of legal entities to hold CBD importation and distribution licenses within the Country of Mexico.  First shipments to CBD Life under the agreement are expected to begin in the second half of 2019 for CBD Life’s distribution to approximately 4,000 outlets initially, with the potential to expand to approximately 40,000 outlets over the coming years.Expanding Freedom Leaf:Beyond the expected revenue accretion anticipated to result from the acquisition, the acquisition is expected to facilitate significant operating efficiencies and synergies beginning with the consolidation of Freedom Leaf’s existing operations into the cGMP certified manufacturing and lab facilities already operated by Green Lotus, as well as provide Freedom Leaf with access to Green Lotus’ owned biomass hemp inventory. The acquisition is expected to add significant management capabilities, including a 17-person sales team.  Daniel Nguyen, Green Lotus’ Chief Science Officer, will continue in this role after the closing of the acquisition and will oversee the cGMP certified manufacturing and lab facilities. Mr. Nguyen has a master’s degree in organic chemistry and extensive experience in nutraceuticals and cosmetics formulations.“I am incredibly excited for the opportunity to lead Freedom Leaf,” said Green Lotus founder and CEO Carlos Frias. “With the combined resources of Green Lotus and Freedom Leaf, we will be positioned to become one of the leading players in the Mexican market, and a leading hemp-based consumer packaged company in the U.S. and abroad.”“In acquiring Green Lotus, we will have added a highly talented management team, and I look forward to supporting Carlos Frias in his new role as CEO of Freedom Leaf,” noted Freedom Leaf CEO Clifford J Perry. “The acquisition should transform Freedom Leaf into a leading North American hemp CBD consumer products company serving multiple distribution channels across many verticals.”  David Goldburg, Chairman of the Board of Directors of Freedom Leaf (the “Board”) and a senior partner of Merida Capital Partners, noted, “The combination of Green Lotus and Freedom Leaf is another example of Merida’s ecosystem at work. We have watched Carlos and his team since the founding of Green Lotus, and they have built an impressive operation that is now uniquely positioned to be a leading player in combination with Freedom Leaf. We are excited to see the power of the companies’ reach and market penetration as CBD becomes a mainstream health and wellness product.”Effective at the closing of the acquisition, Richard Groberg and Richard Segerblom will resign from the Board, and Carlos Frias and Daniel Nguyen (two founding members of Green Lotus) will fill their vacancies on the Board.  Certain stockholders of Freedom Leaf will also enter into a voting agreement, effective at the closing of the acquisition, agreeing to vote their shares of capital stock in favor of a Board to be comprised of six members including two members appointed by Merida Capital Partners, two members from the Green Lotus members, and two members from the existing Freedom Leaf management team. Additionally, after the closing of the acquisition, Freedom Leaf’s preferred stockholders will grant the Company the right to cause the conversion of their preferred stock into Freedom Leaf common stock in accordance with Freedom Leaf’s articles of incorporation, which conversion is expected to occur no earlier than July 1, 2019 and will result in Freedom Leaf having one class of common stock outstanding with identical voting rights for each share.Given the tremendous market opportunity in the U.S. and Mexico as a result of the Green Lotus acquisition, Freedom Leaf expects to focus its management resources and capital on its hemp CBD consumer packaged goods line of products in these markets and to exit its greenhouse operations in Valencia, Spain.Shareholder Call:The Company will be hosting a shareholder call on Thursday, May 23 at 4:30pm (ET). Participants can access the call by dialing 866 342-8588 or 203 518-9865, using the passcode 52319. There will be a 30-day replay available, which can be accessed by dialing 844 488-7474 (toll free) or 862 902-0129 (toll), using passcode 52019104.Contact:Matt Bartlettmatt@freedomleaf.comAbout Freedom Leaf Health:Freedom Leaf Health is a clean healthcare company with a family of trusted brands that provide premium hemp-derived CBD products for greater health, wellness and longevity. IrieCBD is the company’s flagship brand of consumer health products offering full-spectrum hemp-derived CBD products in liquid, capsule and cream forms to support healthy levels of inflammation, immune system balance, mood and stress management, restful sleep, menstrual discomfort relief, energy boost and to act as a wellness supplement. The Company’s NatureBorn brand brings clean health to pets. Freedom Leaf Health is a fully reporting and audited publicly traded company trading under the symbol (OTCQB: FRLF).About Green Lotus Hemp:Green Lotus is a rapidly-growing Colorado-based premium hemp oil products brand. Founded by brothers Carlos and Alex Frias, Green Lotus manufactures and distributes premium cannabinoid products made from organic industrial hemp. Green Lotus has grown rapidly year-over-year since 2016, catapulted in part by the company’s proprietary formulas and its agile, vertically-integrated supply chain. Green Lotus is veteran-owned and powered by a young, diverse team of advocates dedicated to promoting a world where the healing power of hemp oil is accessible to all people. For more information, visit: www.GreenLotusHemp.com.  #LetsGrowTogetherSafe Harbor Statement: This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by phrases such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. Factors that could cause or contribute to differences include the uncertainty regarding viability and market acceptance of the Company’s products and services, changes in relationships with third parties, and other factors described in the Company’s most recent periodic filings with the Securities and Exchange Commission.

Original story can be found at: http://www.globenewswire.com/news-release/2019/05/21/1833648/0/en/Freedom-Leaf-Inc-FRLF-Announces-Acquisition-of-Green-Lotus-Companies.html?f=22&fvtc=5&fvtv=41223728

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AsiaBaseMetals Inc. Provides Additional Information Regarding Previously Announced Cooperation Agreement

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VANCOUVER, British Columbia, June 26, 2019 (GLOBE NEWSWIRE) — AsiaBaseMetals Inc. (the “Company”) (TSX-V: “ABZ”) wishes to provide additional information regarding the cooperation agreement (the “Agreement“) between the Company and a city (the “City“) within a member country (the “Country“) of the European Union (“EU“), as previously announced on June 19, 2019.
The Agreement provides for the City to apply for a licence for growing and selling cannabis for medical purposes (“Medical-Cannabis-Permit“) and, if it becomes permitted by law in the Country, a licence for the growing, processing and sale of cannabis for commercial purposes including recreational purposes (“Recreational-Cannabis-Permit“), through a limited liability company to be incorporated by the City (“City-New-Sub-Co-Ltd.“).  Upon City-New-Sub-Co-Ltd. obtaining a Medical-Cannabis-Permit or a Recreational-Cannabis-Permit, the City has agreed to transfer all or a majority of the shares of City-New-Sub-Co-Ltd. to the Company for a purchase price of up to approximately C$8,000 based on the current exchange rate.The City has informed the Company that it has commenced the process to incorporate City-New-Sub-Co-Ltd.The Company has spent approximately C$10,000 to date in regard to the Agreement, excluding legal fees, and has no financial obligations under the Agreement unless and until the Company acquires City-New-Sub-Co-Ltd. as noted above.  The Company is using its working capital to evaluate and pursue this and other mining and non-mining opportunities.There is no defined timeline for obtaining a Medical-Cannabis-Permit or Recreational-Cannabis-Permit and, unlike in Canada, completing the construction of a production facility is not required in order to apply for a Medical-Cannabis-Permit in the Country.  The Company has not designed or estimated costs to build a production facility or made a decision to build a production facility. For more information on the Agreement and the transactions contemplated therein, see the Company’s news release disseminated on June 19, 2019, a copy of which can be found on the Company’s profile on www.sedar.com.  Any transaction will be subject to receipt of regulatory approvals, including approval of the TSX Venture Exchange.For more information please email info@asiabasemetals.com.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the Agreement, the transactions contemplated thereby and the Company’s pursuit of opportunities, may constitute “forward-looking information” within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company will obtain the necessary regulatory approvals for the transactions contemplated by the Agreement, the Medical-Cannabis-Permit will be obtained, the acquisition of City-New-Sub-Co-Ltd. by the Company will be completed as expected and will have the benefits expected by management. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, financing risks, delays in obtaining or inability to obtain required regulatory approvals, the Medical-Cannabis-Permit will not be obtained, the Company will not be able to use the working capital to pay associated costs with the Agreement or Medical-Cannabis Permit, as applicable, the acquisition of City-New-Sub-Co-Ltd. by the Company will not be completed as expected or will not have the benefits expected by management and changes in the Company’s plans. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, 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 required by law.  There can be no assurance that the transaction contemplated by the Agreement will complete on the anticipated terms or at all.Contact Information

AsiaBaseMetals Inc.
Raj Chowdhry, Chief Executive Officer
Email:

Original story can be found at: http://www.globenewswire.com/news-release/2019/06/26/1874839/0/en/AsiaBaseMetals-Inc-Provides-Additional-Information-Regarding-Previously-Announced-Cooperation-Agreement.html?f=22&fvtc=5&fvtv=41223728

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American Herbal Products Association Hosts Inaugural Hemp-CBD Dietary Supplement Congress in Denver on August 15-16

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Denver, CO, June 26, 2019 (GLOBE NEWSWIRE) —The American Herbal Products Association (AHPA) is presenting a unique, two-day Hemp-CBD Supplement Congress in Denver this August to provide critical input for companies navigating the rapidly evolving legal, regulatory and financial landscapes to manufacture and market dietary supplement products with hemp or hemp-derived ingredients including cannabidiol (CBD). The event features presentations from Federal officials, including speakers from the FDA and USDA who will provide insights into their agencies’ approach to regulating hemp-CBD and supplements made with these ingredients. According to the latest research, hemp-CBD sales are projected to surpass $15 – 20 billion in the U.S. by 2024, indicating an immediate need for manufacturers and retailers to understand the role of hemp in the dietary supplement category. “The U.S. market for hemp-derived CBD in dietary supplements is growing and evolving rapidly and companies that manufacture and sell CBD supplements face a host of challenges and opportunities. AHPA’s Congress will provide companies with the information needed to successfully navigate challenges and take advantage of opportunities,” explains AHPA President Michael McGuffin. “FDA and USDA officials will join legal and industry experts to provide compliance strategies for dietary supplement regulatory requirements to help companies meet the growing consumer demand for high-quality, safe products.”AHPA’s Hemp-CBD Congress features a full-day of presentations and discussions on Friday, August 16 and two, half-day workshops on Thursday, August 15 that will cover:How to comply with FDA’s current good manufacturing practice (cGMP) requirements for dietary supplements – training by EAS Consulting Group.New dietary ingredient (NDI) notifications and generally recognized as safe (GRAS) for hemp as a food additive and dietary ingredient – presented by AIBMR Life SciencesIndustry experts and government officials will present on a host of issues impacting Hemp-CBD companies, including:Getting to Market: Hemp Supply Chain ManagementOvercoming Regulatory Obstacles: Updates from the FDA, USDA and Individual StatesPrimer on FDA Regulation of Hemp-CBD SupplementsThe Hemp-CBD Supplement Market: A Financial SnapshotHemp-CBD Supplements from the Retailers’ PerspectiveNotable sessions include a presentation from USDA Agricultural Marketing Service (AMS) senior marketing specialist William Richmond, who will provide an update on USDA efforts related to the recent decriminalization of hemp. In addition, the FDA will provide an update on the agency’s ongoing efforts to design and implement a regulatory framework to ensure informed access to safe, legal products. This session is sponsored by Greenspoon Marder LLP and will be moderated by Jessica Wasserman, a partner in the International, Government Relations and Cannabis Law practice.USDA Speaker Bio – Bill RichmondBill Richmond leads the USDA, Agricultural Marketing Service, Specialty Crops Program in Washington, D.C. and is responsible for establishment and implementation of the U.S. Domestic Hemp Production Program. In this role, he is responsible for rulemaking, public education, and stakeholder outreach. In prior roles, Bill was the Acting Director of the USDA team responsible for establishing new labeling rules for bioengineered (GMO) foods in the U.S., served as the Chief of Staff of the Agricultural Marketing Service from 2016-2018, and led the Colorado dairy field office. Event DetailsWhere: Crowne Plaza Denver, 1450 Glenarm Pl, Denver, CO 80202When: Thursday, August, 15 & Friday, August, 16, 2019Register for the Congress: http://bit.ly/HempCBDCongressBecome a Sponsor PartnerYour tax-deductible sponsorship of AHPA’s Hemp-CBD Supplement Congress supports the important work of the American Herbal Products Association. Sponsors will be recognized in all marketing materials, PR and onsite throughout the event. For information on individual and corporate sponsorships, contact Amber Bennett at abennett@ahpa.org.About AHPAThe American Herbal Products Association (AHPA) is the national trade association and voice of the herbal products industry. AHPA is comprised of more than 400 member companies, consisting primarily of domestic and foreign companies doing business as growers, processors, manufacturers and marketers of herbs and herbal products as foods, dietary supplements, cosmetics, and non-prescription drugs, and also including companies that provide expert services to the herbal trade. Founded in 1982, AHPA’s mission is to promote the responsible commerce of herbal products to ensure that consumers continue to enjoy informed access to a wide variety of herbal goods. www.AHPA.orgMedia and Press Pass ContactSteve Hoffman, Compass Natural — steve@compassnaturalmarketing.com — (303) 807-1042# # #AttachmentsWilliam Bill Richmond USDA SMALLHemp-CBD Congress Sponsors verticalHaley Chitty (media inquires)
American Herbal Products Association (AHPA)
301-588-1171 x104
communications@ahpa.org

Original story can be found at: http://www.globenewswire.com/news-release/2019/06/26/1874682/0/en/American-Herbal-Products-Association-Hosts-Inaugural-Hemp-CBD-Dietary-Supplement-Congress-in-Denver-on-August-15-16.html?f=22&fvtc=5&fvtv=41223728

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EnWave and Aurora Cannabis Expand Scope of Machine Delivery to Achieve Good Manufacturing Practice (GMP) Standards

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VANCOUVER, British Columbia, June 26, 2019 (GLOBE NEWSWIRE) — EnWave Corporation (TSX-V:ENW | FSE:E4U) (“EnWave”, or the “Company”) reports today that Aurora Cannabis Inc. (“Aurora”) (TSX: ACB) (NYSE: ACB), is expanding the scope of requirements for its potential purchase of a third 120kW Radiant Energy Vacuum (“REV™”) machine targeted for its European operations in Denmark. Aurora Nordic Cannabis, a subsidiary of Aurora, plans to develop a pharmaceutical-level GMP facility, which requires several upgrades to the contemplated machinery.  These upgrades will be confirmed as soon as possible and will also increase the economic profile of this prospective equipment purchase.
On April 26, 2019, EnWave and Aurora announced that the companies had entered into a royalty-bearing commercial license agreement with sub-licensing rights, providing Aurora with the exclusive rights to EnWave’s patented REV™ drying technology for the production of cannabis materials in the European Union, excluding Portugal (the “European License”).Aurora intends to pursue widespread adoption of the REV™ technology throughout its global operations to capture the significant advantages of EnWave’s drying technology when compared to traditional drying methods. Benefits of REV™ Technology in the Cannabis IndustryEnWave’s patented REV™ technology is a rapid, low temperature, continuous drying method that maintains optimal terpene levels, flavour, as well as other product attributes during the drying process. The company’s vacuum-microwave technology enables fast, uniform drying with flexible final moisture content; capabilities that are unattainable with freeze drying or air drying.In the cannabis industry, REV™ technology provides for capital expenditure savings on drying space (smaller footprint) and related HVAC investments, as well as the ability to free up space, which can be repurposed to increase the economic output of each facility.  Furthermore, EnWave’s REV™ technology reduces drying time from 5-7 days to less than two hours, resulting in significant working capital savings and speed to market of product. The technology has certain additional benefits, including the support of industrial scale flow-though, accelerating the ability for large-scale processing of cannabis and CBD-rich biomass into intermediate or finished product.About EnWaveEnWave Corporation, a Vancouver-based advanced technology company, has developed Radiant Energy Vacuum (“REV™”) – an innovative, proprietary method for the precise dehydration of organic materials. EnWave has further developed patent-pending methods for uniformly drying and decontaminating cannabis through the use of REV™ technology, shortening the time from harvest to marketable cannabis products. REV™ technology’s commercial viability has been demonstrated and is growing rapidly across several market verticals in the food, and pharmaceutical sectors including legal cannabis. EnWave’s strategy is to sign royalty-bearing commercial licenses with industry leaders in multiple verticals for the use of REV™ technology. The company has signed over twenty royalty-bearing licenses to date, opening up nine distinct market sectors for commercialization of new and innovative products. In addition to these licenses, EnWave has formed a Limited Liability Corporation, NutraDried Food Company, LLC, to develop, manufacture, market and sell all-natural cheese snack products in the United States under the Moon Cheese® brand. EnWave has introduced REV™ as the new dehydration standard in the food and biological material sectors: faster and cheaper than freeze drying, with better end product quality than air drying or spray drying. EnWave currently has three commercial REV™ platforms:nutraREV® which is used in the food industry to dry food products quickly and at low-cost, while maintaining high levels of nutrition, taste, texture and colour;powderREV® which is used for the bulk dehydration of food cultures, probiotics and fine biochemicals such as enzymes below the freezing point, andquantaREV® which is used for continuous, high-volume low-temperature drying.An additional platform, freezeREV®, is being developed as a new method to stabilize and dehydrate biopharmaceuticals such as vaccines and antibodies. More information about EnWave is available at www.enwave.net.EnWave CorporationMr. Brent Charleton, CFA
President and CEO
For further information:Brent Charleton, CFA , President and CEO at +1 (778) 378-9616
E-mail: bcharleton@enwave.net
Dan Henriques, CPA, Chief Financial Officer at +1 (604) 835-5212
E-mail: dhenriques@enwave.net  
Deborah Honig, Corporate Development at + 1 (647) 203-8793
E-mail: dhonig@enwave.net
Safe Harbour for Forward-Looking Information Statements: This press release may contain forward-looking information based on management’s expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product development, market position, expected expenditures, and the expected synergies following the closing are forward-looking statements. All third party claims referred to in this release are not guaranteed to be accurate. All third party references to market information in this release are not guaranteed to be accurate as the Company did not conduct the original primary research. These statements are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions. No statement in this press release should be construed as a waiver of any party’s rights, and all such rights are reserved. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Original story can be found at: http://www.globenewswire.com/news-release/2019/06/26/1874676/0/en/EnWave-and-Aurora-Cannabis-Expand-Scope-of-Machine-Delivery-to-Achieve-Good-Manufacturing-Practice-GMP-Standards.html?f=22&fvtc=5&fvtv=41223728

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