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TORONTO, Sept. 30, 2019 /CNW/ - Avicanna Inc. ("Avicanna" or the "Company") (TSX: AVCN), a biopharmaceutical company focused on the development, manufacturing and commercialization of organic and sustainable plant-derived cannabinoid-based products, is pleased to announce plans to build a new industrial scale 11,000 sq. ft (>1,000 square meter) cannabinoid extraction and final product manufacturing facility in a Colombian free trade zone near Santa Marta. This new facility is expected to provide for significant tax advantages and represents the third phase of the Company's extraction strategy, building on its existing subsidiaries' extraction and manufacturing operations in Colombia with current aggregate annual capacity of dried flower – post extraction and isolation – of approximately 100,000 kilograms.
The operation of the new facility will be conducted under a proposed new subsidiary ("Subco"), which will be 60% owned by the Company and 40% owned by Inmobiliaria Bondue S.A.S. ("Bondue"). The Company expects operations at the facility to commence in the second half of 2020.
The Company and Bondue have entered into a commercial lease agreement for space to house the facility, for an initial term of five years, located in one of Colombia's free trade zones, which provides for significant tax advantages for activities that are conducted on the property.
Contributing to expanding Avicanna's vertical integration strategy, the new facility will use cannabis sourced from Avicanna's other majority owned Colombian based subsidiaries, Sativa Nativa S.A.S ("Sativa Nativa") and Santa Marta Golden Hemp S.A.S. ("SMGH"), which are situated in Santa Marta. The extracts (active pharmaceutical ingredients) and final products produced at the facility are expected to be distributed internationally with additional tax savings.
Aras Azadian, Avicanna's Chief Executive Officer, stated, "We near the final phase of our initial cultivation and extraction footprint and are analyzing and preparing for our future scale up with focus on efficiencies across all aspects of operations including CAPEX, OPEX, regulations and tax. This new facility's proposed contribution to our API business, which benefits from its location in a free trade zone, makes it a fine example of Avicanna's focus on efficiencies across all of its business units and our aim to ensure each unit, including the ones that are focused on cannabinoids as API's, are both efficient profit centers and are competitive in a commodifying global landscape."
Sativa Nativa and SMGH have licenses to cultivate, manufacture, extract and sell medicinal cannabis in Colombia. Sativa Nativa's cultivation facilities include 50,000 square feet of low tech green house (shade house) and 20,000 square feet of customized high tech greenhouse space. SMGH has applied for Good Agricultural and Collection Practices ("GACP") and organic certifications and operates cultivation facilities that include 200,000 square feet of low tech green house (shade house) space and 20,000 square feet of customized high tech greenhouse space. SMGH is currently expanding its green house operation by approximately 70,000 square feet, and Sativa Nativa is expanding its green house operation by approximately 50,000 square feet. The Company expects these expansion activities to be completed by the end of 2019.
In addition, through a joint venture with Sigma Analytical Services Inc., Avicanna is currently building a first cannabinoids-only, analytical laboratory and independent testing service in South America to meet Health Canada, European Pharmacopeia, US Pharmacopeia, and compliant to EU Good Manufacturing Practices ("GMP") standards. This laboratory will provide a variety of large licensed producers to small scale partner farmers with a comprehensive suite of cannabis specific testing, which will include pesticides, heavy metals, residual solvents, aflatoxins, microbial, genotyping, and cannabinoid and terpene profiling. With technical transfer currently underway, the completion and launch of the laboratory services is expected to occur early in the first quarter of 2020.
In connection with the lease agreement mentioned above, Bondue, a "related party" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), is a party to the Lease Agreement and the execution thereof is considered a "related party transaction" for the purposes of MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 and the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101 as the fair market value of the transaction, insofar as it involves related parties, is not more than 25% of the Company's market capitalization.
Avicanna is an Ontario corporation focused on the development, manufacturing and commercialization of plant-derived cannabinoid-based products through its two main business segments, cultivation and research and development.
Avicanna's two majority-owned subsidiaries, Sativa Nativa S.A.S. and Santa Marta Golden Hemp S.A.S., both located in Santa Marta, Colombia are the base for Avicanna's cultivation activities. These two companies are licensed to cultivate and process cannabis for the production of cannabis extracts and purified cannabinoids including cannabidiol (CBD) and tetrahydrocannabinol (THC).
Avicanna's research and development business is primarily conducted out of Canada at its headquarters in the Johnson & Johnson Innovation Centre, JLABS @ Toronto. Avicanna's scientific team develops products, and Avicanna has also engaged the services of researchers at the Leslie Dan Faculty of Pharmacy at the University of Toronto for the purpose of optimizing and improving upon its products.
Avicanna's research and development and cultivation activities are focused on the development of its key products, including plant-derived cannabinoid pharmaceuticals, phyto-therapeutics, derma-cosmetics and Extracts (defined as plant-derived cannabinoid extracts and purified cannabinoids, including distillates and isolates), with a goal of eventually having these products manufactured and distributed through various markets.
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Avicanna's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Avicanna's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but is not limited to, the expected size of the new facility, the location of the new facility, the proposed ownership of Subco, the expected date for the commencement of operations at the new facility, the tax advantages to be recognized by Avicanna, the source for cannabis to be processed at the new facility, the intent to distribute internationally, the expected completion dates for the ongoing expansion of the Sativa Nativa and SMGH facilities, the tests to be offered at the Company's proposed laboratory and the expected completion and launch date for the Company's proposed laboratory.
By identifying such information and statements in this manner, Avicanna is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Avicanna to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, Avicanna has made certain assumptions.
Among others, the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: decreases in the prevailing prices for cannabis and cannabis products in the markets in which the Company operates; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; increasing costs of compliance with extensive government regulation; changes in general economic, business and political conditions, including changes in the financial markets and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; risks related to licensing, including the ability to obtain the requisite licenses or renew existing licenses for the Company's proposed operations; dependence upon third party service providers, skilled labor and other key inputs; risks inherent in the agricultural and retail business; intellectual property risks; risks related to litigation; dependence upon senior management; and the other risks disclosed in the Company's long form final prospectus dated July 8, 2019. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although Avicanna believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Key assumptions used herein are that the Company will be able to complete construction of the proposed facility in accordance with the current estimates of management and within current forecasts, Bondue will not be prohibited from incorporating a joint venture with the Company, there will not be significant changes to Colombian tax laws, there will not be any prohibition on importing cannabis from Sativa Nativa or SMGH into the free trade zone, the expansion of Sativa Nativa and SMGH's facilities will not encounter any unexpected costs or delays, SMGH will continue to operate in the ordinary course and Sigma Analytical Services Inc. and the Company will not experience unforeseen cost overruns or delays in the completion of the proposed laboratory. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Avicanna does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Avicanna or persons acting on its behalf is expressly qualified in its entirety by this notice.
SOURCE Avicanna Inc.