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Trius Signs Definitive Agreement with Starling Brands Inc.

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
FREDERICTON, New Brunswick, July 09, 2019 (GLOBE NEWSWIRE) — Trius Investments Inc. (“Trius”) (TSXV:TRU.H) is pleased to announce that it has entered into a definitive agreement dated July 8, 2019 (the “Definitive Agreement”) relating to the business combination (the “Proposed Transaction”) with Starling Brands Inc. (“Starling”).About StarlingStarling is a Toronto-based producer of high quality medical and recreational cannabis products. Founded in 2017, Starling leverages its industry leading expertise and relationships to deliver high-quality, consistent cannabis-derived products for itself and its wholesale and white label customers. Starling is incorporated under the federal laws of Canada.Starling operates through Kase Manufacturing, Inc. (“Kase Manufacturing”), its wholly-owned subsidiary. Kase Manufacturing operates a state-of-the-art, 22,000 square foot cannabis manufacturing and distribution facility located in Ceres, California, and is one of the first cannabis volatile extraction and manufacturing labs approved for annual licensing in California. Kase Manufacturing is recognized for producing best in class cannabis products, including tinctures, vape pens, shatter, diamonds, or wholesale distillate and crude. For more information regarding Kase Manufacturing, please visit www.kasemfg.com.Starling also holds exclusive rights to Jayden’s Juice, its flagship brand. Jayden’s Juice consists of a line of products derived from a CBD-rich cannabis strain and has received international recognition as a CBD medicinal brand. Jayden’s Juice was established in 2011, and has received numerous international media mentions, while being considered a pioneer in using cannabis for medicinal purposes. Starling is also developing new in house brands including vape pens and topicals to be introduced in 2019. For more information regarding Jayden’s Juice, please visit www.thejaydensjuice.com.Definitive Agreement and Proposed TransactionThe Proposed Transaction is to be completed pursuant to a three-cornered amalgamation among Trius, Trius’ wholly-owned subsidiary, 11436465 Canada Inc. (“Subco”), and Starling, whereby Subco and Starling will amalgamate and continue as one corporation (the “Amalgamation”), and the shareholders of Starling will receive shares of Trius (referred to on a post-closing basis as the “Resulting Issuer”).Pursuant to the Definitive Agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Proposed Transaction, among other things:Trius will: (i) continue from the Province of Alberta into the Province of British Columbia (the “Continuance”); (ii) change its name to “Starling Brands Ltd.” or such other name requested by Starling and acceptable to Trius and the applicable regulatory authorities (the “Name Change”); (iii) consolidate its existing common shares (the “Trius Shares”) such that Class A subordinate voting shares of Starling (“Starling Shares”) are ultimately exchanged on a 1:1 basis for Resulting Issuer Subordinate Voting Shares (as defined below) pursuant to the Proposed Transaction (the “Consolidation”); and (iv) adopt Articles under the Business Corporations Act (British Columbia) which will effect the amendment of Trius’ existing articles to (a) amend the rights and restrictions of the post-Consolidation Trius Shares and re-designate them as “Subordinate Voting Shares” (the “Resulting Issuer Subordinate Voting Shares”); (b) create a new class of shares consisting of an unlimited number of “Multiple Voting Shares” having economic and voting rights equivalent to one hundred (100) times the Resulting Issuer Subordinate Voting Shares and that shall be convertible into or exchangeable for Resulting Issuer Subordinate Voting Shares (the “Resulting Issuer Multiple Voting Shares”), and (c) delete Trius’ preferred shares in their entirety (collectively, the “Trius Share Amendments”);outstanding convertible debentures of Starling will be converted into Starling Shares and warrants;following completion of the foregoing, the Amalgamation will be completed, and the Starling shareholders will exchange their Starling Shares for Resulting Issuer Subordinate Voting Shares, except for certain shareholders of Starling that elect to receive Resulting Issuer Multiple Voting Shares on a 100:1 basis;all of the outstanding stock options and warrants of Starling on the effective date of the Amalgamation will be exchanged for stock options and warrants of the Resulting Issuer on an equivalent basis; andthe board of directors and management of the Resulting Issuer will be replaced with nominees of Starling.The Resulting Issuer will hold on a consolidated basis all of the assets and will be subject to all of the liabilities of Trius and Starling, and will continue the business of Starling.Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Starling completing a brokered private placement of subscription receipts for minimum gross proceeds of $5,000,000 (the “Private Placement”); Trius completing the Continuance, the Name Change, the Consolidation and the Trius Share Amendments (collectively, the “Trius Meeting Matters”); TSX Venture Exchange (“TSXV”) acceptance of the delisting of the Trius Shares;  acceptance of listing of the Resulting Issuer Subordinate Voting Shares by the Canadian Securities Exchange (the “CSE”); and approvals of the shareholders of Trius and Starling. The Proposed Transaction will not be completed while Trius is listed on the TSXV.The Definitive Agreement will be posted to Trius’ SEDAR profile at www.sedar.com and contains additional details regarding the Proposed Transaction, including as to finder’s fees and break fees. As well, further details with respect to the Proposed Transaction are summarized in Trius’ news release dated April 15, 2019.ListingIn connection with the Proposed Transaction, applications will be made to delist the Trius Shares from the TSXV, and list the Resulting Issuer Subordinate Voting Shares on the CSE. The TSXV delisting will be subject to satisfying all of the requirements of the TSXV. The CSE listing will be subject to satisfying all of the CSE’s initial listing requirements.ManagementFollowing the closing of the Proposed Transaction, the Resulting Issuer will be led by John Di Girolamo, Chairman, President, and Corporate Secretary; Mike Reynolds, Chief Executive Officer; Maurizio Silvestri, Chief Financial Officer; Eric Shevin, General Counsel and Chief Compliance Officer; and Andrew Ford, Chief Science Officer. The Resulting Issuer’s board of directors is expected to consist of five directors, all of whom will be nominated by Starling.Trius Shareholder Meeting and Anticipated ClosingIt is anticipated that an annual general and special shareholder meeting of Trius to approve, among other matters, the Trius Meeting Matters and the delisting of the Trius Shares from the TSXV, will take place in September 2019.  The completion of the Proposed Transaction is expected to occur on or before September 30, 2019.For further information please contact:Trius Investments Inc.
Joel Freudman
President and Chief Executive Officer
Telephone: (647) 880-6414
Starling Brands Inc.
Media Relations and Investor Relations:
Tara Murphy
Telephone: (647) 556-0430
IR@StarlingBrands.com         
In accordance with TSXV policy, the Trius Shares are currently halted from trading and are expected to remain halted until Trius is delisted from the TSXV. Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, CSE acceptance and receipt of applicable corporate approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the management information circular of Trius or the listing statement of the Resulting Issuer to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.Neither the TSXV nor the CSE has in any way passed on the merits of the Proposed Transaction, and neither has approved nor disapproved the contents of this press release.Neither the TSXV nor the Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.All information contained in this press release with respect to Trius and Starling was supplied by the parties respectively for inclusion herein, and each party has relied entirely on the other party for any information concerning the other party. Trius does not assume any responsibility for the accuracy or completeness of the information provided by Starling.This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.Forward-Looking InformationThis press release includes statements containing forward-looking information that reflect the current views and/or expectations of management of Trius and Starling, respectively, with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the completion of the Proposed Transaction, the Trius Meeting Matters or the Private Placement as proposed or at all. Forward-looking information is based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Trius and Starling respectively operate. Statements containing forward-looking information are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict and which are outside of Trius’ control. In particular, there is no guarantee that conditions to the completion of the Proposed Transaction will be satisfied, that the annual general and special meeting of shareholders of Trius or the closing of the Proposed Transaction will take place at the times indicated, that the Private Placement or the Proposed Transaction will be completed, that Trius and Starling will obtain any required shareholder or regulatory approvals, including delisting of the Trius Shares from the TSXV and the listing of the Resulting Issuer Subordinate Voting Shares on the CSE, or that the Resulting Issuer will be able to achieve its business objectives. Actual results may differ, and may differ materially from those projected in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. The forward-looking information contained in this press release is provided as of the date of this press release, and neither Trius nor Starling undertakes any obligation to release publicly any revisions for updating any forward-looking statements made herein, except as required by applicable securities laws.

Original story can be found at: http://www.globenewswire.com/news-release/2019/07/09/1880371/0/en/Trius-Signs-Definitive-Agreement-with-Starling-Brands-Inc.html?f=22&fvtc=5&fvtv=41223728

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CV Sciences, Inc. Expands Operations with New Production and Warehousing Facility to Support Worldwide Growth Opportunities

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Facility Expansion Increases Hemp CBD Oil Production and Warehousing/Fulfillment Capacity by More Than 500 Percent
SAN DIEGO, July 16, 2019 (GLOBE NEWSWIRE) — CV Sciences, Inc. (OTCQB:CVSI) (the “Company”, “CV Sciences”, “our”, “us” or “we”), a preeminent supplier and manufacturer of hemp cannabidiol (CBD) products through its industry-dominating brand, PlusCBD™ Oil, today announced the expansion of its operations with a new production and warehouse facility.The 45,500 square foot facility will expand the Company’s capacity for hemp CBD oil production, warehousing and fulfillment by more than 500 percent to meet growing retailer and consumer demand for PlusCBD™ Oil products.  The facility, located in San Diego, is expected to be operational in the fourth quarter of 2019 and will support CV Sciences’ U.S. and international expansion opportunities.“Our recently announced U.S. hemp sourcing initiative combined with this facility and capacity expansion positions CV Sciences for continued rapid domestic growth, while ensuring we are well-positioned to capitalize on the international opportunities we are currently exploring,” said Joseph Dowling, Chief Executive Officer.  “The distribution of PlusCBD™ Oil products into national retailers in the Food, Drug and Mass (FDM) channel is growing significantly, yet we are still in the early stages of growth. Despite more than doubling the number of stores carrying our industry leading products to 4,591 stores in the first six months of this year, we see a significant runway for additional growth, including increasing our domestic and international store count, as well as broadening product SKUs with our retail partners.”On July 10, 2019, CV Sciences announced the commencement of its domestic hemp sourcing initiative, including a commitment to more than 500 acres of U.S.-based hemp production for 2019.  This new supply of U.S. produced hemp-based CBD will be extracted through CV Sciences’ domestic supply chain partners and refined at the Company’s San Diego production facilities, broadening the Company’s global supply chain and raw material supply while reducing transportation and logistics costs.Dowling continued, “CV Sciences is the first hemp CBD company to achieve self-affirmed Generally Recognized as Safe (GRAS) status in accordance with stringent U.S. Food and Drug Administration safety guidelines.  Our relentless commitment to regulatory leadership as well as product safety, quality and efficacy through scientific evidence has established confidence and trust with retailers and consumers.  Expanding our GRAS raw material supply capability builds on our strong foundation to make PlusCBD™ Oil products available to more consumers around the globe.”About CV Sciences, Inc.CV Sciences, Inc. (OTCQB:CVSI) operates two distinct business segments: a consumer product division focused on manufacturing, marketing and selling plant-based CBD products to a range of market sectors; and a drug development division focused on developing and commercializing novel therapeutics utilizing CBD. The Company’s PlusCBD™ Oil is the top-selling brand of hemp-based CBD on the market, according to SPINS, the leading provider of syndicated data and insights for the natural, organic and specialty products industry. CV Sciences, Inc. has primary offices and facilities in San Diego, California.  Additional information is available from OTCMarkets.com or by visiting www.cvsciences.com.FORWARD-LOOKING DISCLAIMERThis press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties.CONTACT INFORMATION:Investor Contact:
ICR
Scott Van Winkle
617-956-6736
scott.vanwinkle@icrinc.com
Media Contact:
ICR
Cory Ziskind
646-277-1232
cory.ziskind@icrinc.com

Original story can be found at: http://www.globenewswire.com/news-release/2019/07/16/1883333/0/en/CV-Sciences-Inc-Expands-Operations-with-New-Production-and-Warehousing-Facility-to-Support-Worldwide-Growth-Opportunities.html?f=22&fvtc=5&fvtv=41223728

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MustGrow Biologics Corp. Featured in Exclusive NetworkNewsWire Broadcast

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NEW YORK, July 16, 2019 (GLOBE NEWSWIRE) — via NetworkNewsAudio – MustGrow Biologics Corp. (CSE: MGRO), an agricultural biotech company developing and commercializing a portfolio of natural biopesticides and bio-fertilizers, today announces the broadcast of its exclusive audio interview with NetworkNewsAudio (NNA), a NetworkNewsWire (NNW) solution that delivers clients unparalleled visibility, recognition and brand awareness in the investment community.
The interview can be heard at http://nnw.fm/WDud1.MustGrow president and CEO Corey Giasson joins NNW host Stuart Smith in a discussion about the company’s novel, proprietary technology that utilizes organic components refined from the mustard seed to provide high-quality organic solutions for growers facing soil borne diseases and pests such as nematodes in their greenhouses and fields.“We’re an agriculture biologics company that has an innovative technology which uses the mustard seed,” Giasson explains. “We take the mustard seed and extract the natural compounds from that mustard seed, concentrate them, and with them they can be used as a natural bio-fumigate or biopesticide in the food and vegetable industry as well as potentially in the cannabis industry.”Nematodes, or microscopic worms, are the most numerous multicellular animals on earth. A handful of soil will contain thousands of nematodes, many of which are parasites of insects, plants or animals. Most plant-parasitic nematodes feed on the roots of plants, damaging the root system and reducing the plant’s ability to absorb water and nutrients.MustGrow’s technologies provide nematode control that is equal and often superior to synthetic alternatives, resulting in elevated yields and increased returns for the grower. The global economic impact of soil-borne nematodes is estimated at nearly $100 billion in lost crops per year. The company’s initial product was produced in granular form and sold to growers in the fruit and vegetable space, specifically to strawberry growers, Giasson says.“Our second-generation technology is in liquid form and is more concentrated,” he adds. “We are looking forward to getting the regulatory approval to start selling that into the market.”MustGrow’s potential application for cannabis production shows that when its product is used as a pre-plant/pot soil treatment, it may significantly help control many soil-borne diseases, pathogens and pests, including nematodes, fusarium, rhizoctonia, and botrytis (gray mold) that affect the cannabis plant. Giasson notes that “a lot of the funguses that affect the strawberry plant also affect the cannabis plant.”The company’s management team and advisory board is stacked with experts in the agriculture biotech industry and vertical biologics, along with renowned experts in the cannabis space such as Tom Flow, founder of The Flowr Corporation. MustGrow recently announced closing of a non-brokered $1.2 million private placement with those funds already dedicated to developing and commercializing its patented technology, finalizing formulations and conducting field tests on cannabis crops.MustGrow’s biopesticide has U.S. EPA (Environmental Protection Agency) and Canadian PMRA (Pest Management Regulatory Agency) labels as an approved organic solution and is seeking approval to add cannabis as an accepted use.About MustGrowMustGrow is an agricultural biotech company focused on developing and commercializing a portfolio of patented natural bio-pesticides and bio-fertilizers, including its patented signature mustard-derived biologics. Targeting the fruit and vegetable and the cannabis industries, MustGrow has designed a U.S. EPA and Canadian PMRA approved organic solution that uses the mustard seed’s natural defense mechanisms to protect plants from pests and diseases.To learn more, please contact the Company at 1 (306) 717-1128 or visit: www.mustgrow.caAbout NetworkNewsAudioNetworkNewsAudio (NNA) , a NetworkNewsWire (NNW) Solution, allows you to sit back and listen to market updates, CEO interviews and a Company AudioPressRelease (APR). These audio clips provide snapshots of position, opportunity and momentum. NetworkNewsAudio (NNA) can assist your company by cutting through the overload of information in today’s market, NNA brings its clients unparalleled visibility, recognition and brand awareness. NetworkNewsWire (NNW) is where news, content and information converge. NetworkNewsWire (NNW) is a comprehensive provider of news aggregation and syndication, enhanced press release services and a full array of social communication solutions. As a multifaceted financial news and distribution company with an extensive team of journalists and writers, NNW has the unparalleled ability to reach a wide audience of investors, consumers, journalists and the general public with an ever-growing distribution network of more than 5,000 key syndication outlets across the nation.For more information, visit: www.NetworkNewsAudio.comPlease see full terms of use and disclaimers on the NetworkNewsWire website applicable to all content provided by NNW, wherever published or re-published: http://NNW.fm/Disclaimer.Forward-Looking StatementsThis 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. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the company’s SEC filings. These risks and uncertainties could cause the company’s actual results to differ materially from those indicated in the forward-looking statements.Corporate Communications:NetworkWire (NW)
New York, New York
www.NetworkNewsWire.com 
212.418.1217 Office 
Editor@NetworkWire.com 

Original story can be found at: http://www.globenewswire.com/news-release/2019/07/16/1883316/0/en/MustGrow-Biologics-Corp-Featured-in-Exclusive-NetworkNewsWire-Broadcast.html?f=22&fvtc=5&fvtv=41223728

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CBD Life Sciences Files Initial Reg A+ Offering Statement

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SCOTTSDALE, AZ, July 16, 2019 (GLOBE NEWSWIRE) — via NEWMEDIAWIRE — CBD Life Sciences Inc. (OTC: CBDL) is pleased to announce that it has filed an offering statement with the United States Securities Exchange Commission (SEC) to raise $10 million under a Regulation A+ securities offering. The net proceeds of this offering will be used to advance the CBD based product lines of its wholly owned subsidiary, LBC Bioscience and to establish a lab for research and development. By utilizing Regulation A+, CBD Life Sciences Inc. will make its securities available to investors who may not otherwise be able purchase nor qualify as accredited. The offering is being prices at $0.10 per share with a minimum allotment $1,000.    
“We are very excited to be moving forward with our Reg A+ offering,” stated Lisa Nelson, President & CEO of CBD Life Science. “We priced the Reg A+ at a premium as we are confident that the current market price does not accurately reflect the true valuation of our company nor the potential that comes with this additional capital,” continued Ms. Nelson. About CBD Life Sciences Inc.CBD Life Sciences Inc. is a publicly traded company having its common shares quoted on the OTC Markets under the symbol ‘CBDL’. The Company’s main focus is to identify, evaluate and acquire undervalued opportunities with the objective of increasing shareholder value. The acquisition of LBC Bioscience Inc. is the first in the CBD space and the company is actively searching for additional opportunities within this emerging sector.About LBC Bioscience Inc.  LBC Bioscience Inc. is a wholly owned subsidiary of CBD Life Sciences Inc. LBC has developed and is retailing/wholesaling  a full line of cannabidiol based organic products including hemp drops, massage oils, pain relief creams, anxiety and sleep  supplements, CDB edibles, anti-aging skin solutions and a full line of CBD infused supplements for your pets. LBC’s products can be viewed and purchased on the company’s website at www.lbcbioscienceinc.com.Contact InformationInvestor RelationsTen Associates LLC11529 N. 120th St.Scottsdale, Arizona85259 USATelephone: 480-326-8577Thomas E. NelsonEmail: tenassociates33@gmail.comForward-Looking StatementsExcept for the historical information contained herein, the matters discussed in this press release are forward-looking statements. Actual results may differ materially from those described in forward-looking statements and are subject to risks and uncertainties. See Optium Cyber Systems, Inc.’s filings with OTC Markets, which may identify specific factors that may cause actual results or events to differ materially from those described in the forward-looking statements.Safe Harbor StatementThis release includes forward-looking statements, which are based on certain assumptions and reflects management’s current expectations. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of these factors include: general global economic conditions; general industry and market conditions, sector changes and growth rates; uncertainty as to whether our strategies and business plans will yield the expected benefits; increasing competition; availability and cost of capital; the ability to identify and develop and achieve commercial success; the level of expenditures necessary to maintain and improve the quality of services; changes in the economy; changes in laws and regulations, including codes and standards, intellectual property rights, and tax matters; or other matters not anticipated; our ability to secure and maintain strategic relationships and distribution agreements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Original story can be found at: http://www.globenewswire.com/news-release/2019/07/16/1883256/0/en/CBD-Life-Sciences-Files-Initial-Reg-A-Offering-Statement.html?f=22&fvtc=5&fvtv=41223728

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