/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW/
VANCOUVER, March 13, 2019 /CNW/ - Liht Cannabis Corp. (CSE:LIHT, OTCQX:LIHTF) ("Liht Cannabis" or the "Company"), is pleased to announce that effective March 5, 2019, it has executed a letter of intent (the "LOI") to partner with Colorado-based, premier "House of Brands" Cannabis One Holdings Inc. (CSE:CBIS) ("Cannabis One" or "CBIS") to bring Cannabis One's popular retail concept The JointTM to California for the first time. The Company, which owns California license holder, "420 Delivery Express Inc." (the "Licensed Entity"), operator of "Green Leaf Wellness", a dispensary located in the Coachella Valley of California (the "Licensed Premises"), expects the rebranding of "Green Leaf Wellness", under the banner of The Joint™, to occur shortly following the closing of the transaction (the "Closing").
Rahim Mohamed, CEO of the Company, remarked, "Liht Cannabis welcomes one of Colorado's most experienced cannabis industry teams to the California retail market and is thrilled to partner with Cannabis One for its first The Joint™ corporate location in the state. We believe that Cannabis One's track record of success and excellence, combined with its management team and board of directors' extensive retail experience will be mutually-beneficial for LIHT and CBIS -- Driving shareholder value for both enterprises."
Liht Cannabis is excited to provide the launchpad for Cannabis One's proposed The Joint™ expansion into California, with a Cannabis One management-targeted four (4) additional The Joint™ locations in the state and a further twenty (20) locations planned by Cannabis One management to arrive in state-legal jurisdictions across the U.S. in 2019, to complement this first transaction.
Under the terms of the LOI, consideration for the transaction will consist of the rebranding of the Licensed Premises, valued at US$250,000, under Cannabis One's The JointTM banner, which is mutually-agreed to commence in the weeks following Closing; and US$350,000 in Class A subordinated voting shares of Cannabis One ("CBIS Shares"), such that the valuation for such CBIS Shares be equal to the greater of: (1) the ten (10) day volume weighted average price ("VWAP") for the period immediately trailing the execution of the definitive agreement (the "Definitive Agreement"), with a 10% discount applied to the VWAP; and (2) a 15% discount applied to the closing price of CBIS Shares immediately prior to this press release. CBIS Shares issued as consideration to Liht Cannabis shall be subject to a twelve (12) month contractual trading restriction following the date of issuance. Additionally, Cannabis One retains a right-of-first-refusal to purchase the remaining 49.0% of the Licensed Entity and related assets at fair market value in exchange for CBIS Share and/or cash consideration for a period of five (5) years immediately following Closing. The Closing remains subject to customary due diligence for a transaction of this nature and execution of the Definitive Agreement to acquire an interest in the Licensed Entity.
Following the execution of the LOI, Cannabis One Holdings Inc. CEO, Jeffery Mascio commented, "The Cannabis One team is pleased by this exciting opportunity to enter the California market and we believe this acquisition positions our company exceptionally well to promote the expansion of our portfolio of brands within one of the world's most vibrant markets." Mr. Mascio continued, "While we are naturally excited to introduce California to our The Joint™ retail experience -- named among LeaflyTM's top Colorado picks for several years running -- and to roll-out our INDVR™ line of vaporizer products across the state, we also view this acquisition as a significant milestone for Cannabis One that now allows us to advance our partnerships within the California cannabis manufacturing and distribution space for exciting new strategic relationships."
The Company anticipates this mutually-beneficial partnership will allow Liht Cannabis to benefit from Cannabis One's combined 30+ years of management experience gleaned from Colorado's maturing cannabis industry, and from exposure to Cannabis One's expanding suite of portfolio brands -- All of which are expected to provide Liht Cannabis with the opportunity to increase its focus on core assets located in Washington, Nevada, and British Columbia, Canada, in addition to its PureCloud 9 product line:
- Located just south of the Canadian border in Lynden, Washington, Liht Cannabis owns a 13.8-acre cannabis-zoned property. The Company entered into a LOI on December 18, 2018, which would provide its state-certified tenant, AlphaPheno, with a vertically-equipped facility, maximizing the capacity of its 28,000 ft2 building in 2019;
- In North Las Vegas, Nevada, Liht Cannabis is currently operating 10,000 ft2 of combined cultivation and processing space, with the potential for a total footprint of 300,000 ft2 pending future build-out, located in the Apex Business Park. In conjunction, the Company has successfully secured a Nevada production license, allowing for the extraction and subsequent production of edibles, topicals, and associated products, such as infused pre-rolls and vape cartridges -- Confirming Liht Cannabis as the first operational hydrocarbon extraction facility in North Las Vegas;
- In Canada, Liht Cannabis has selected a 40-acre site, located near Salmon Arm, British Columbia, for the build-out of its proposed 100,000 ft2 cultivation facility. Liht Cannabis expects the market for premium cannabis to accelerate among consumers and intends to capture this growing category with its own, premium, organically-certified line of cannabis products;
- Furthermore, in Canada, the Company has entered into a joint venture agreement for a 486,000 ft2 organic cultivation facility on a 120-acre parcel of land located in Chase, British Columbia. The project will be financed by 1186626 BC Ltd. with an approximate cost to lock up stage of C$81,600,000.
- Rounding out its portfolio, Liht Cannabis is proud to offer a healthy alternative to mainstream cosmetic products. The Company's PureCloud 9 hemp-infused products are made up of botanical extracts and incorporates organic, cold-pressed hemp oil. Liht Cannabis' new and re-formulated, whole-body hemp health line, PureCloud 9, has now been officially launched and is available online.
About Liht Cannabis
Liht Cannabis Corp. (CSE:LIHT, OTCQX:LIHTF), established in 2014, is a publicly-traded company investing in the medical and recreational cannabis space. The Company has rapidly expanded to include cultivation, production, and dispensary operations in key North American states, such as Washington, Nevada, and California state, and British Columbia, Canada, and is seeking expansion opportunities worldwide.
Liht trades in Canada, under the ticker symbol LIHT on the CSE, and in the United States, under the ticker symbol LIHTF on the OTCQX.
Neither the CSE nor its Regulation Services Provider, nor the OTCQX® has approved nor disapproved the contents of this press release. Neither the CSE nor the OTCQX® accepts responsibility for the adequacy or accuracy of this release.
MARIJUANA INDUSTRY INVOLVEMENT:
Canadian listings (CSE) will remain in good standing as long as they provide the disclosure that is rightly required by regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate.
Liht owns marijuana licenses in California and Nevada. Marijuana is legal in each state however marijuana remains illegal under US federal law and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that adverse enforcement actions could affect their investments and that Liht's ability to access private and public capital could be affected and or could not be available to support continuing operations.
Liht's business is conducted in a manner consistent with state law and is in compliance with licensing requirements.
Copies of licenses are posted on Liht's website. Liht has internal compliance procedures in place and has compliance focused attorneys engaged in jurisdictions to monitor changes in laws for compliance with US federal and state law on an ongoing basis. These law firms inform any necessary changes to our policies and procedures for compliance in Canada and the US.
FORWARD - LOOKING STATEMENTS:
Certain statements in this release are forward-looking statements, which includes, the expected outcomes of its business, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, present and future business strategies, the environment in which the Company will operate in the future, and other factors, many of which are beyond the control of the Company. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of activity, performance or results to differ materially from those reflected in the forward-looking statements, including, without limitation: that laws and regulations may become more onerous; the ability of the Company to obtain necessary financing; the economy generally; the future growth, results of operations, performance and business prospectus and opportunities; changes in and the effect of government policies; demand for products; competition; anticipated and unanticipated costs; reliance on management; claims and legal proceedings; conflicts of interest; and market price and volatility of the Common Shares. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, technology failures, failure to obtain a license from Health Canada or from other government agencies, failure to develop new and innovative products, failure of counterparties to perform their contractual obligations and fees charged by service providers. Important factors that could cause actual results to differ materially from the Company's expectations include, litigation, global economic climate, loss of key employees and consultants, additional funding requirements, changes in laws, competition, and failure of counterparties to perform their contractual obligations. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above. The Canadian Securities Exchange has not reviewed, nor approved the contents of this news release.
SOURCE Liht Cannabis Corporation
For further information: www.lihtcannabis.com or Linda Sampson, President and COO, [email protected], 778-583-4476