Tilray Completes Merger With Privateer Holdings

TilrayPrivateerCANADA: Tilray, Inc., a global pioneer in cannabis research, cultivation, production and distribution, today announced that the merger with Privateer Holdings, Inc. closed on December 12, 2019.
 
Mark Castaneda, Chief Financial Officer of Tilray, said: “We appreciate the long-term confidence that Privateer has in the Tilray business and we look forward to having their investors as part of our stockholder base. We believe this transaction will give Tilray greater control and operating flexibility, while allowing us to effectively manage our public float.”
 
Pursuant to the merger, all of Privateer’s capital stock outstanding immediately prior to the effective time of the merger (excluding certain shares) were cancelled and automatically converted solely into the right to receive the applicable portion of an aggregate shares of Tilray Class 2 common stock and shares of Tilray Class 1 common stock (inclusive of shares of Tilray Class 2 common stock held in escrow for contingent release to Privateer’s stockholders) issuable as consideration in merger.  Tilray did not pay any cash consideration in connection with the merger.

As previously disclosed, each Privateer equity holder who received the shares of Tilray stock in the merger is subject to a lock-up allowing for the sale of such shares only under certain circumstances over a two-year period. During the first year following the closing of the merger, shares will be released only pursuant to certain offerings or sales arranged by and at the discretion of Tilray. At the end of the first year, to the extent not already released at Tilray’s discretion as a result of the aforementioned offerings or sales, 50 percent of the total shares subject to the lock-up will be released. Over the course of the second year following closing, the remaining shares will be subject to a staggered release in four equal quarterly increments.

Tilray Announces Agreement To Export First Shipment Of Medical Cannabis From Portugal To Germany

CANADA: Tilray, a global pioneer in cannabis research, cultivation, production and distribution, today announced it has entered into an agreement with Cannamedical Pharma GmbH (“Cannamedical”) through its wholly-owned subsidiary Tilray Portugal Unipessoal Lda. (“Tilray Portugal”), to export a wholesale shipment of $3.3 (€3) million worth of medical cannabis from Portugal to Germany. The shipment, which is expected to be completed in fall 2019, will be Tilray’s first from its state-of-the-art EU campus in Portugal to supply patients in Germany.

 tilray

“This is a significant milestone for Tilray as we ramp up our capacity to serve international markets and generate revenue from our EU campus through the end of 2019,” says Tilray CEO Brendan Kennedy. “We believe our 2.5 million square feet of cultivation and state-of-the-art processing space in Europe is an important differentiator, which will enable us to reduce costs and improve margins while hedging against regulatory risk.”

Founded in 2016 in Cologne, Germany, Cannamedical is fully licensed and GDP-certified (Good Distribution Practice) to import and distribute high quality medical cannabis products. The privately owned company is a leading independent supplier of medical cannabis products to 2,500 pharmacies and clinical facilities across Germany.

 “We at Cannamedical Pharma are committed to helping doctors, medical specialists and pharmacists improve their patients’ quality of life,” says Cannamedical CEO David Henn. “Tilray’s product has passed our strict quality control standards, and we’re excited to have found a partner able to deliver medical cannabis products for use in Cannamedical’s own brands. We look forward to increasing access for patients in need across the country.”

Tilray has a pioneering track record as a company committed to making pharmaceutical-grade medical cannabis products available to patients in need around the world. Tilray was the first licensed medical cannabis producer to successfully export medical cannabis from North America and import medical cannabis products into the EU in 2016 and the first company to import cannabis oils into the German market in 2017.

“We are pleased to enter into an agreement with a partner who shares Tilray’s commitment to product quality and safety and patient access,” says Sascha Mielcarek, Tilray’s Managing Director, Europe. “This initial shipment will be the first of many from

Aphria Agrees To Accelerate Expiry Of Green Growth Brands Bid And Terminate Its Option With GA Opportunities Corp

CANADA: Aphria announced that it has entered into a series of transactions that will accelerate the expiry date to April 25, 2019 for the previously announced take-over bid by Green Growth Brands Inc. and will terminate the arrangements with GA Opportunities Corp. for consideration of $89.0 million.
 
Irwin D. Simon, Aphria’s Chairman and Interim Chief Executive Officer stated, “We are very pleased to move forward with this favorable resolution as we continue to focus on the long-term growth of our leading cannabis business. We plan to use the $89.0 million in proceeds from the transaction to fund our strategic global expansion initiatives. On behalf of our Board of Directors and management team, we continue to recommend that Aphria shareholders reject the GGB offer and do not tender their Aphria shares to the GGB offer.”
 
Aphria has entered into a shortened deposit period agreement with GGB to facilitate the acceleration of the expiry of GGB’s offer to purchase all of the issued and outstanding shares of Aphria. In that regard, Aphria has agreed to reduce the initial deposit period of the bid to 92 days from January 23, 2019, the date that GGB commenced the GGB Offer. GGB will be mailing a Notice of Variation providing that the GGB Offer will expire at 5:00 p.m. on April 25, 2019. Based on the closing price of $3.86 per GGB share on the Canadian Securities Exchange on April 12, 2019, the implied consideration under the GGB Offer would be $6.07 per Aphria share, representing a significant 54.7% discount to Aphria’s closing price on the Toronto Stock Exchange of $13.41 per share on the same day.
 
In light of the foregoing and for the reasons previously disclosed, Aphria continues to recommend that Aphria shareholders reject the GGB Offer and do not tender their Aphria shares to the GGB Offer. 
 
In connection with the foregoing, GGB has entered into a share purchase agreement with GAOC pursuant to which GGB has agreed to purchase for cancellation 27.3 million shares held by GAOC, for an aggregate purchase price of $89.0 million. The terms of the Share Purchase Agreement include, among other things, that GGB will pay in cash $50.0 million of the Purchase Price to GAOC within 30 days of the date hereof and will issue a promissory note to GAOC for $39.0 million due in six months from the Closing Date. GGB has granted a security interest to GAOC to secure its obligations under the Share Purchase Agreement and the GGB Note. The completion of the Share Repurchase is conditional on the Purchase Price, on a per share basis, not being greater than the simple average of the closing price of the GGB shares on the CSE for the 20 trading days prior to the Closing Date.
 
Aphria and GAOC have also entered into a debt/call option settlement agreement pursuant to which Aphria has agreed to settle the debt owed under a promissory note issued by GAOC to Aphria in the amount of $55.0 million and terminate its rights under a related call option in consideration for total consideration of $89.0 million payable by GAOC upon the receipt of funds received under the Share Purchase Agreement and the GGB Note. GAOC has granted a security interest to Aphria to secure its obligations under the Settlement Agreement.

Nova Scotia Liquor Taps Tilray For Adult-Use Cannabis Products

CANADA:  Tilray Canada announced that it has been selected by the Nova Scotia Liquor Corporation to receive an initial purchase order for adult-use cannabis. The purchase order would allow Tilray, one of fourteen cannabis producers selected by NSLC, to supply the province of Nova Scotia with a diverse array of cannabis products in anticipation of the launch of the adult-use market on October 17, 2018.

According to the release, Tilray intends to fulfill NSLC purchase orders through its affiliate High Park Holdings Ltd., which was formed to produce and distribute a broad-based portfolio of adult-use cannabis brands and products.
 
High park “We’re thrilled High Park will have the opportunity to supply the province of Nova Scotia with a safe, secure and reliable source of adult-use cannabis products,” said Adine Fabiani-Carter, Chief Marketing Officer at High Park. “Our intention is to deliver on the high expectations Nova Scotians have of us by cultivating and distributing a portfolio of world-class adult-use brands and products that will lead the market in quality, excellence and craftsmanship.” 
 

LDB Issues Product Call For Non-Medical Cannabis

CANADA: The BC Liquor Distribution Branch (LDB) has issued a second product call as part of a continuing effort to expand its wholesale product assortment for non-medical cannabis.

In July, the LDB entered into memorandums of understanding with 32 licensed producers to form its initial wholesale product assortment to cater to the B.C. market directly following legalization of non-medical cannabis on Oct. 17.

“Now that we have finalized our initial product assortment, we’re looking forward to engaging with additional licensed producers that are interested in supplying the B.C. market,” said Blain Lawson, LDB’s general manager and CEO. “There are more and more licensed producers coming online, and we are committed to working with them to ensure our product assortment remains as competitive as possible in order to compete with the illicit market.”

Licensed producers are invited to make submissions for dried cannabis (including pre-rolls), cannabis oils, capsules and seeds that comply with federal requirements, across various product segments.

The product call opens on Aug. 13 and closes on Aug. 31. Product calls will be issued on a regular basis going forward. Submission documents are available to licensed producers HERE.

Sproutly Closes Acquisition of Infusion Biosciences Canada And SSM

CANADA: Sproutly Canada has completed the acquisition of all of the issued and outstanding shares of Infusion Biosciences Canada, according to a company press release.

“We are extremely excited to finalize this Acquisition, enabling Sproutly to commercialize the APP Technology in major regulated markets around the world with innovative cannabis products that target the $50+ billion bottled water and functional beverage market with naturally water-soluble molecules from cannabis and hemp”, commented Keith Dolo, Chief Executive Officer of Sproutly. Mr. Dolo added, “APP Technology is a low-cost, gentle method to produce Infuz20, a ground-breaking discovery that delivers the total effects of the strain of cannabis from which it is made; on-set effects start within approximately 5 minutes and dissipate within approximately 90 minutes.”

Infusion Biosciences has discovered water soluble forms of cannabinoids and terpenes, that naturally exist in cannabis and hemp plants.

Infusion Biosciences has discovered water soluble forms of cannabinoids and terpenes, that naturally exist in cannabis and hemp plants.

“Combining with Sproutly allows Infusion Biosciences to produce and sell innovative consumer products in several countries where cannabis use is legal. Together, we are positioned to leverage our APP Technology to become a leader in the beverage industry and broaden the consumer base with products that will deliver controlled doses that meet expectations for cannabis experiences”, said Dr. Arup Sen, Chief Executive Officer of Infusion Biosciences Inc. (“Infusion Biosciences”). “As a natural water solution, Infuz2O is the best means to deliver the medicinal benefits of cannabis to patients suffering from symptoms associated with major chronic diseases like cancer and pain”, added Dr. Sen.

Acquisition Highlights

The Acquisition brings together a strategically located premium cultivation facility and a key technologic innovation in the cannabis industry. Some key Acquisition highlights are:

  • Significant Discovery and Recovery of Naturally Water-Soluble Cannabinoids – Infusion Biosciences has discovered and produced naturally water soluble bioactive molecules that deliver the full experience of cannabis paralleling the onset and offset profiles of smoking but, avoids the undesirable features that have kept a vast majority of consumers away.
  • Broadens Sproutly’s Management Team – The addition of Dr. Sen and Mr. Marcellino to Sproutly’s executive management team provides decades of experience in biopharmaceutical research, development, and technology commercialization. Dr. Arup Sen will also be joining the Board of Directors.
  • Positions Sproutly to Become a Leader in Beverages, Edibles and Tinctures –Sproutly is now positioned to fulfill its mission as a vertically integrated cannabis consumer products company focused on redefining the cannabis industry with a clear focus on beverage and additional consumer products by solving the technologic limitations associated with blending oils extracted by traditional means into water.
  • Exclusive License for Key Regulated Recreational and Medicinal Jurisdictions –Sproutly gains the exclusive rights for APP Technology in Canada, the European Union, Australia, Israel, and Jamaica.
  • Low Cost, Scalable, Gentle Process to Produce Bioactive Molecules as an Alternative to Current Oil Extraction Methods – APP Technology is a patent-pending process that uses proprietary combinations of common dietary ingredients to gently recover naturally water-soluble cannabinoids and also the free cannabis oils in natural oils. APP Technology recovers between 85% – 90% of the total bioactive cannabinoids in the plant, distributed between Infuz20 and Bio-Natural Oil.

Aphria Secures $25 Million Loan From WFCU Credit Union

CANADA: Aphria has secured $25 million in debt financing from WFCU Credit Union, according to a company press release. The five-year term loan bears interest at 4.68%, has a 15-year amortization and was entered into on July 27, 2018. This is the second round of debt-financing secured by the Company from WFCU, having previously secured a $25 million five-year loan on May 9, 2017.

Aphria Secures $25 Million Loan From WFCU Credit Union

Aphria Secures $25 Million Loan From WFCU Credit Union

“We are delighted to once again have the support of WFCU Credit Union as Aphria continues to execute on its long-term strategic plan,” said Vic Neufeld, Chief Executive Officer at Aphria. “Our diversified approach to innovation, strategic partnerships and global expansion are driving long-term shareholder value, and as our company and industry evolve we are always looking for opportunities to normalize our debt to equity structure.”

The term loan is secured by a first charge on the Company’s real estate holdings, and a first position on a general security agreement including cash, accounts receivable and inventory.