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Acquiring Majority Interest of Licensed Producer in Colombia; Plans to Build 1 Million Square Foot, State-of-the-Art Greenhouse
TORONTO, Aug. 15, 2018 /CNW/ - Pure Global Cannabis Inc. (TSX.V:PURE; OTC: PRCNF) (the "Company" or "Pure Global"), a vertically-integrated, growth-oriented life sciences cannabis company, is pleased to announce that it has entered into a binding letter agreement (the "Agreement") with Avicanna Inc. ("Avicanna") to acquire a 60% interest in Avicanna's Colombian subsidiary, Sativa Nativa S.A.S. ("Sativa Nativa"). In addition, Avicanna will also grant Pure Global an option to acquire an additional 15% in Sativa Nativa for an aggregate ownership of 75%. Sativa Nativa has been issued a license for the cultivation of psychoactive cannabis and a license for the manufacture of cannabis derivatives by the Colombian Ministry of Justice and Ministry of Health.
Malay Panchal, President & CEO of Pure Global, stated: "This is an exciting day for Pure Global as we make our first entry into Latin America and kickstart our international growth plans. We have found an excellent partner in Avicanna, which has done a tremendous job building highly strategic relationships and assets in Colombia, as well as on-the-ground teams capable of executing our aggressive plans. Sativa Nativa is set to become our flagship international and equatorial asset, which we will leverage to produce low-cost inputs for value-added products destined for emerging export markets."
Aras Azadian, CEO of Avicanna, commented: "In partnering with Pure Global, we have found a talented and like-minded team focused on bringing science-based innovations to the global cannabis marketplace. We look forward to combining resources and efforts with Mr. Panchal and his team to position Sativa Nativa as an industrial-scale, sustainable and economical producer of cannabinoids for international markets."
Highlights of the Transaction
- International expansion for Pure Global into emerging Latin America cannabis hub
- Establish leading state-of-the-art greenhouses on 28 hectares of land, with further potential expansion available
- Industrial-scale production and low-cost cultivation – plans for 1 million square foot state-of-the-art greenhouse in Santa Marta, Colombia with advanced technologies and automation to produce several fold greater than traditional methods
- Competitive cost advantages of cultivation with an estimated cost per gram to be a fraction of Canadian licensed producers
- Strong partnership with Avicanna which has joint ventures with Grupo Daabon, the largest organic agricultural company in the world, along with admission into Johnson & Johnson Innovation's JLABS life sciences incubator in Toronto, Canada
- Production capacity is for the cultivation of both high tetrahydrocannabinol ("THC") content and cannabidiol ("CBD") cannabis plants
Overview of Sativa Nativa S.A.S.
- Issued licenses for the cultivation of psychoactive and non-psychoactive cannabis and for the manufacture of cannabis derivatives by the Colombian Ministry of Justice and Ministry of Health
- Up to 28 hectares of land near Santa Marta, Colombia
- 100,000 square foot greenhouse currently under construction along with a 20,000 square foot GMP– Pure Global plans to build an additional 1 million square foot state-of-the-art greenhouse
- Strong low-cost workforce, access to private water wells, attractive energy costs and the micro-climate of the Sierra Nevada mountains ideal suited for cannabis cultivation
- Access to a comprehensive genetics program resulting in the registration of over 80 genetics and the largest characterized and registered genetic bank in Latin America
Under the terms of the Agreement, Pure Global will pay C$8,000,000 in cash and C$10,900,000 of common shares in Pure Global ("Pure Global Shares") for an aggregate purchase price of C$18,900,000 in exchange for a 60% interest in Sativa Nativa (the "Acquisition"). The Pure Global Shares will be issuable upon closing of the Acquisition and the price per Pure Global Share shall be calculated by reference to the 10-day volume weighted average price of the Pure Global Shares. Avicanna will also grant Pure Global an option to acquire an additional 15% in Sativa Nativa for an aggregate ownership of 75% of Sativa Nativa (the "Option"). The total exercise price of the Option is C$6,000,000 payable as follows: C$3,000,000 in cash and C$3,000,000 in Pure Global Shares. The deadline to exercise the Option is 24 months after execution of a definitive agreement in respect of the Acquisition to be entered into by the parties.
In connection with the Acquisition and the Option: (i) the parties will enter into a management agreement pursuant to which Avicanna Latam shall operate and manage Sativa Nativa and its licenses for a management fee payable by Sativa Nativa equal to 3.0% of gross revenue of Sativa Nativa per month and a monthly management fee to be determined by both parties based on a proportionate costs basis; (ii) Pure Global will be granted exclusivity for all cannabis-related items and worldwide export rights from Sativa Nativa; (iii) the parties will enter into a supply agreement pursuant to which Pure Global will be entitled to contract with Avicanna and/or Sativa Nativa for all products produced by Sativa Nativa at an agreed upon pricing formula; and (iv) Avicanna will grant Sativa Nativa and Pure Global access to extraction and processing facilities which will be at a reasonable cost to be determined by both parties.
Completion of the Acquisition is subject to customary conditions for an investment of this nature, including satisfactory due diligence and the receipt of all required regulatory approvals and consents in Colombia and Canada.
Bayline Capital Partners Inc. is acting as financial advisor to Avicanna.
$10M Convertible Debenture Financing
Pure Global has also entered into an engagement letter with Eventus Capital Corp., ("Eventus") to act as lead agent on behalf of itself and a syndicate of agents that includes PI Financial Corp. (collectively, the "Agents"), on a commercial best-efforts basis, with respect to a brokered private placement offering of convertible debentures units (the "Convertible Debentures Units") of Pure Global at a price of $1,000 per Convertible Debenture Unit (the "Offering Price") for aggregate gross proceeds to Pure Global of up to $10,000,000 (the "Offering").
Each Convertible Debenture Unit shall be comprised of $1,000 aggregate principal amount of 8% senior secured convertible debentures of Pure Global (the "Convertible Debentures") and 1,429 warrants (the "Warrants"). The Convertible Debentures will be convertible at the option of the holder into Pure Global Shares beginning on the date that is four months and one day following the closing date of the Offering (the "Financing Closing Date") and any time prior to the close of business on the Maturity Date at a conversion price C$0.35 per Pure Global Share (the "Conversion Price"). Beginning on the date that is four months and one day following the Financing Closing Date, the Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on 30 days' prior written notice should the daily volume weighted average trading price of the Pure Global Shares be greater than C$0.70 for any 10 consecutive trading days. Each Warrant shall entitle the holder to acquire one Pure Global Share at a price of $0.45 per share for a period of 36 months following the Financing Closing Date.
The Convertible Debentures will bear interest from the Financing Closing Date at 8% per annum, payable semi-annually on June 30 and December 31 of each year. The Convertible Debentures will mature 36 months from the Closing Date (the "Maturity Date"). The net proceeds of the Offering will be used primarily to fund the Acquisition.
The Convertible Debentures will be subject to redemption, in whole or in part, by the Company at any time after the first anniversary of the Financing Closing Date upon giving Convertible Debenture holders not less than 30 and not more than 60 days' prior written notice, at a price equal to the then outstanding principal amount of the Convertible Debentures plus all accrued and unpaid interest up to and including the redemption date.
As consideration for their services provided in connection with the Offering, the Company has agreed to (i) pay the Agents a cash commission equal to 5% of the gross proceeds from the Offering. The Convertible Debentures, the Warrants and any Pure Global Shares issuable upon conversion or exercise thereof, as applicable, will be subject to a statutory hold period lasting four months and one day following the Financing Closing Date.
The Financing Closing Date is expected to occur on or about August 29th, 2018. The Offering is subject to certain conditions including, but not limited to, completion of the Acquisition, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.
About Pure Global Cannabis
Pure Global Cannabis Inc. (TSX.V:PURE; OTC: PRCNF) is a vertically-integrated, growth-oriented life sciences cannabis company led by experienced pharma-industry, horticultural, consumer packaged goods (CPG), and supply chain experts. The Company's wholly owned subsidiary, PureSinse Inc., is a licensed producer under the Access to Cannabis for Medical Purposes Regulations (ACMPR) focused on producing premium-quality cannabis products for medical, wellness, and future legal adult use.
Avicanna Inc. is a biotechnology company focused on innovative product development and advanced clinical research in the medical cannabis industry. With headquarters based out of JLABS @ Toronto (Canada), Avicanna is the first cannabinoid-related company to be integrated into a Johnson & Johnson Innovation centre. Capitalizing on the progressive development of its proprietary brand Pura Elements™, Avicanna is focused on building an international distribution network through the use of strategic licensing models. Utilizing the experience of its senior scientists and executive board, and the support of its clinical and academic partners in the University of Toronto and the University Health Network, Avicanna strives to be at the forefront of advancements in the global medical cannabis industry. Avicanna is focused on providing cannabinoid-based therapies that are both clinically supported and medically approved.
This news release contains certain forward-looking statements, including, but not limited to, statements about Pure Global's future plans and intentions. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, Pure Global cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and Pure Global assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Pure Global Cannabis Inc.
For further information: regarding Pure Global, please contact: Stephen Pynn, VP Corporate Development, Telephone: 1-866-899-PURE (7873), E-mail: [email protected]; Malay (Mel) Panchal, President & CEO, Telephone: 1-866-899-PURE (7873), E-mail: [email protected]