This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. No securities of the company have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and no securities of the company may be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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- C.G.S. Foods Inc. (dba Ganjika House) was one of only 25 Ontario private cannabis retail lottery winners and is one of the first 5 to secure their Retail Operators License in Canada's largest cannabis market – opening its location in Brampton, Ontario on April 1, 2019.
- Trichome has agreed to provide up to C$2 million comprised of a Revolving Credit Facility and Term Loan, both of which are fully secured.
- Trichome will receive warrants to acquire a minimum of 10.3% and a maximum of 13.3% of the common shares of Ganjika House, should the entire term loan be drawn.
- Ganjika House represents a unique platform to participate in retail industry growth and consolidation.
- Trichome's go-public process is progressing, and the Company expects to close a private placement of subscription receipts in early April.
OTTAWA, ON, March 18, 2019 /CNW/ - CannaRoyalty Corp. d/b/a Origin House (CSE: OH) (OTCQX: ORHOF) ("Origin House"), a North American cannabis products and brands company, announced today that its subsidiary Trichome Financial Corp. ("Trichome" or the "Company") has entered into a C$2 million financing arrangement (the "Financing") with C.G.S. Foods Inc. (dba Ganjika House) ("C.G.S." or "Ganjika House"), a licensed Ontario cannabis retailer. Ganjika House was one of only 25 winners of the recent lottery conducted by the Alcohol and Gaming Commission of Ontario ("AGCO") and is one of the first 5 to receive its Cannabis Retail Operator License and Retail Store Authorization. Ganjika House plans to open its location at 186 Main Street South in Brampton, Ontario, on April 1, 20191
"The Trichome team has been impressed with the entrepreneurial spirit, commitment and vision of C.G.S. founder and sole shareholder Clint Seukeran," said Michael Ruscetta, CEO of Trichome. "Ontario represents the largest retail opportunity in Canada. We believe C.G.S. possesses a significant first mover advantage in a constrained regulatory environment and is well-positioned to earn attractive returns on invested capital while being ideally positioned for industry growth and consolidation. Ganjika House represents a bold vision for cannabis retail and Trichome looks forward to partnering with Clint on this unique platform opportunity."
Under the terms of the Financing, Trichome has agreed to provide C.G.S. with up to C$2 million for a period of two years, comprised of a Revolving Credit Facility and Term Loan, both of which are fully secured. The Financing provides Trichome with attractive rates of contractual cash flow and warrants to acquire, for a period of 5 years, a minimum of 10.3% and up to 13.3% of the common shares of C.G.S. should the entire term loan be drawn. C.G.S. may draw up to C$1 million on the Revolving Credit Facility against eligible inventory and will draw half of the Term Loan immediately.
Marc Lustig, Chairman of Trichome and Chairman and CEO of founding shareholder Origin House commented, "Michael and the team at Trichome have already made significant progress since the closing of our first outside capital raise in September 2018. The opportunity to provide specialty finance solutions to companies operating in the growing and increasingly complex global cannabis industry is certainly more robust than our original business plan contemplated. Trichome has a focused pipeline of potential transactions, sourced through its proprietary network, and has started to deploy capital at an accelerated rate, with three new deals signed in the past four weeks. Led by a team with a proven track record of generating strong returns in both private and public markets, I am confident that Trichome will continue to drive value for shareholders while enabling investee companies to execute and grow."
Go-public timing and financing:
On February 14, 2019, Trichome announced the launch of a non-brokered private placement of subscription receipts (link) (the "Private Placement") in connection with its reverse take-over (the "RTO") of 22 Capital Corp (TSXV: LFC.P). The Private Placement has been well-received by investors and the Company expects to close in early April. The Company expects a shareholder vote in respect of the RTO to occur by the end of the second quarter of 2019 with closing shortly thereafter, subject to receipt of all applicable approvals including the approval of the TSX Venture Exchange.
Given the size and rapid evolution of the cannabis landscape in the US, Trichome has received a substantial amount of inbound deal flow from US operators. With the core of the Company's infrastructure in place and the ability to leverage Origin House's significant US market knowledge, the Company believes that it is uniquely positioned to capitalize on credit market opportunities in the US market. While the Company's pending transaction with 22 Capital on the TSX Venture Exchange currently prohibits such investment activities, Trichome management have been working with counsel to create structures that may enable the Company to pursue these opportunities while complying with its listing obligations. Trichome expects to be able to share additional information in the coming months.
Pending final AGCO store opening pre-inspection
About Trichome Financial Corp.
Trichome is a specialty finance company focused on providing flexible and creative capital solutions to the global legal cannabis market. Trichome was created to address the lack of credit availability in the large, growing and increasingly complex cannabis market. Founded by industry leaders Origin House, Stoic Advisory, and Sprott Inc. (TSX: SII), Trichome's experienced management team has a unique edge to capitalize on proprietary deal flow and insight while developing a first mover advantage as a global cannabis focused specialty finance company. Trichome provides customized financing solutions across the industry value chain to support growth, capital expenditures, M&A, working capital and other needs. Transactions are typically structured to earn attractive rates of contractual cash flows, retain optionality on value creation and ensure return of capital. Leveraging the combined resources and knowledge of its founders and management, it is able to offer significant value-added financial, product, market and operational support to its partner companies. Trichome's current assets are all based in Canada and it has no operations or assets in the United States. For more information, please visit us at www.trichomefinancial.com or @trichomefinance on Twitter.
About Origin House
Origin House is a growing cannabis products and brands company operating across key markets in the U.S. and Canada, with a strategic focus on becoming a preeminent global house of cannabis brands. The Company's foundation is in California, the world's largest regulated cannabis market, where it delivers over 130 branded cannabis products to the majority of licensed dispensaries. Origin House's brand development platform is operated out of five licensed facilities located across California, and provides distribution, manufacturing, cultivation and marketing services for its brand partners. The Company is actively developing infrastructure to support the proliferation of its brands internationally, initially through its acquisition of Canadian retailer 180 Smoke. Origin House's shares trade on the Canadian Securities Exchange (CSE) under the symbol "OH" and on the OTCQX under the symbol "ORHOF". Origin House is the registered business name of CannaRoyalty Corp. For more information, visit www.originhouse.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things: the expected closing of the Financing; returns to Trichome with respect to the Financing; future transactions of Trichome, their stage of development and their terms, including with respect to US opportunities; the origination of new transactions for Trichome; and the expected closing of each of the Financing and RTO and the timing of the shareholder vote in respect of the RTO. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. 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 the forward-looking statements and information contained in this news release. Except as required by law, Trichome assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
SOURCE Origin House
For further information: Marc Lustig, Chairman and CEO, [email protected], 1-844-556-5070, www.originhouse.com; Jonathan Ross, CFA, LodeRock Advisors Inc., [email protected], 416-283-0178; For Trichome Financial Corp.: Michael Ruscetta, Chief Executive Officer, (416) 561-2541, [email protected]