Current Share Structure
Current O/S: 606,189,817 2/26/2019
Current Float: 461,717,092 2/26/2019
Auxly Signs Definitive Agreement With Curative Cannabis VANCOUVER, British Columbia, Jan. 24, 2019 (GLOBE NEWSWIRE) -- Auxly Cannabis Group Inc. (TSX.V: XLY) (OTCQX: CBWTF) (the "Company") is pleased to announce that the Company has signed a definitive agreement (the “Transaction”) with 2368523 Ontario Limited (d/b/a) Curative Cannabis ("Curative"). The Company will acquire 46% of the common shares of Curative and enter into a long-term cannabis purchase and sale agreement to fund the construction and development costs of Curative’s cannabis cultivation facility in Chatham-Kent, Ontario (the “Facility”). The Facility is designed as a purpose-built indoor facility for the production of ultra-premium cannabis product. With an initial footprint spanning approximately 30,000 square feet, the first phase of the Facility is expected to yield approximately 2,900 kg of cannabis per annum. Curative anticipates bringing a unique ultra-premium cannabis product to Canadian recreational cannabis consumers through its proprietary genetics database of over 90 stable, and highly sought-after, cannabis strains (the "Genetic Library"). The first phase of the Facility, being built to EU GMP standards, is currently under construction with an anticipated completion and Health Canada evidence package submission date of March 2019. Curative’s Facility rests on a 33-acre land parcel thereby providing ample room for Facility expansion. Curative has already received municipal approval for the expansion of the Facility for up to an additional 120,000 square feet of indoor cultivation space. Pursuant to the Transaction, the Company has entered into a share purchase agreement with certain shareholders of Curative, whereby the Company has agreed to purchase 46% of the common shares of Curative from certain Curative shareholders, in exchange for the issuance of 5,056,026 common shares of the Company (the “Consideration Shares”). The Company will also enter into a long-term cannabis purchase and sale agreement with Curative, pursuant to which the Company will fund the construction and development costs of the Facility in exchange for the right to purchase 50% of the cannabis products and cannabis trim produced at the Facility at an offtake price equal to Curative’s direct cost of cultivation plus 10%. Additionally, the Company shall be granted: (i) a right of first refusal over any future expansion of the Facility and/or the proposed construction of any new cannabis production facility by Curative and if the Company exercises such right of refusal it shall be entitled to receive a comparable offtake purchase arrangement as it received under the Transaction; and (ii) unfettered access and control to Curative’s Genetic Library which can be transferred (at the Company's discretion), used and cultivated by the Company’s properly licensed subsidiaries, affiliates or commercial partners. Hugo Alves, President and Director of Auxly Cannabis Group commented: “Curative is a highly valued partner to Auxly, having been a part of the Auxly family since the inception of the Company. That being said, we could not be more pleased to have reached this stage of the project and to be signing a definitive agreement with Curative. Curative’s optimization of indoor cultivation combined with their unique genetics will provide a highly desirable product offering to the Canadian recreational cannabis markets and to the Auxly platform as a whole. We are pleased to be working with Dave, Scott and their team as they build out additional phases of this project and bring their product to market.
Auxly Congratulates Streaming Partner Lotus Ventures on Obtaining Cannabis Licences From Health Canada
VANCOUVER, British Columbia, March 11, 2019 (GLOBE NEWSWIRE) -- Auxly Cannabis Group Inc. (TSX.V - XLY) ("Auxly" or the "Company") today announced that its streaming partner, Lotus Ventures Inc. (“Lotus”), has been granted a “standard cultivation” licence and a “sale for medical purposes” licence by Health Canada pursuant to the Cannabis Act and Cannabis Regulations. The licences give Lotus the ability to begin cultivation at its fully constructed 22,500 square-foot facility in Armstrong, British Columbia (the “Facility”).
Hugo Alves, President of Auxly said: “We want to congratulate Dale, Stephen, Scott, Carl, Monica and the rest of the Lotus team on obtaining their Cannabis Act licences! This is an important step for Auxly as we continue to diversify our supply chain, utilizing a network of subsidiaries and partners to provide reliable sources of diverse raw product. Lotus is a partner that we value deeply, being one of Auxly’s first streaming partners. We look forward to continuing to work closely with the team at Lotus during these exciting new phases of their business.”
Deal Terms with Lotus
Pursuant to the definitive agreement entered into on September 11, 2018 (the “Transaction”), Auxly advanced $4,000,000 to Lotus to partially fund the completion of the Facility, which was in addition to Auxly’s $1,000,000 subscription of units of Lotus completed in January 2018. After completion of the Transaction, Auxly owned 5,755,868 common shares of Lotus and 1,000,000 five-year share purchase warrants exercisable at a price of $0.70. Additionally, Auxly is entitled to purchase or otherwise direct the sale of 50% of the Facility’s total production, which is expected to be 2,000 kg of cannabis per annum. Auxly also retains a right of first refusal to purchase the remaining 50% of cultivation output from the Facility, as well as a right of first refusal to finance a prescribed portion of the first expansion to the Facility and all or a portion of any further expansions of the Facility.
The Company also announces that it has settled CDN$441,000 of debt in consideration for the issuance of 450,000 common shares of the Company at a price of $0.98 per common share. The common shares issued pursuant to the shares for debt settlement will be subject to a statutory four month and one day hold period.
Auxly Announces Completion of Inverell S.A. Acquisition The Transaction positions the Company as a leader in the global CBD economy with a highly efficient, low-cost source of cannabinoids for international distribution, including through the Company's strategic partnership with ICC International Cannabis Corporation Inc. (CSE: WRLD) which provides the Company with access to 16 markets through a network of 35,000 pharmacies. Importantly, the low cost, high purity CBD produced by Inverell gives the Company a long-term and stable supply of CBD to support the research, development and manufacturing of cannabis-derived products at Dosecann Inc., the Company's wholly-owned Licensed Processor facility located in Prince Edward Island, Canada. Hugo Alves, President and Director of Auxly Cannabis Group, commented: “We are incredibly pleased with progress that Inverell has made on the cultivation of its 2019 crop of CBD-rich hemp and on the broader development of the business as a stand-alone entity in the Auxly platform. In a very short period, Inverell has exceeded its 2018 planting target of 150 hectares of hemp plants and has made significant strides forward on the development of its world-class extraction facility located in the Parque de las Ciencias. We continue to believe that the low cost and high volume access to CBD molecules, through our ownership in Inverell, positions Auxly to be a leader in the global value-added cannabinoid-based product markets.”
("Acquisition Agreement”) to acquire all of the outstanding securities of Dosecann Inc. (“Dosecann”).
Dosecann is a late-stage “Licensed Dealer” applicant pursuant to the Narcotic Control Regulations with a purpose-built 42,000 square foot facility located in Charlottetown, Prince Edward Island.
Pursuant to the Acquisition Agreement, Cannabis Wheaton will acquire all of the outstanding securities of Dosecann (the “Dosecann Securities”) by way of a “three-cornered amalgamation” (the “Acquisition”). Upon the completion of the Acquisition, Dosecann will become a wholly-owned subsidiary of Cannabis Wheaton.
As consideration for the Dosecann Securities, the Company will pay the holders of the Dosecann Securities an aggregate of up to $38,000,000, payable in common shares of Cannabis Wheaton (the “Consideration Shares”), subject to the satisfaction of certain post-closing time and performance-based milestones. As part of the Acquisition, all outstanding convertible securities of Dosecann will either be converted into Dosecann common shares and exchanged for Consideration Shares on the closing of the Acquisition (the “Closing”), or will otherwise be exchanged for convertible securities of Cannabis Wheaton based on the exchange ratio used in the Acquisition.
The Dosecann principals, who collectively hold approximately 66.96% of the outstanding common shares of Dosecann, have agreed to enter into lock-up agreements in favour of Cannabis Wheaton restricting their ability to transfer their Consideration Shares (the “Locked-up Securities”) until the date that is 18 months following the Closing, provided that: (i) one-half of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 6 months following the Closing; and (ii) the remaining Locked-Up Securities shall cease to be subject to the lock-up in equal tranches on the 12th and 18th month anniversaries of the Closing.
The Acquisition is subject to a number of conditions, including the receipt of all required shareholder and regulatory approvals and the satisfaction or waiver of all conditions of closing under the Acquisition Agreement. The Transaction is expected to close on or about April 30, 2018.
About Cannabis Wheaton (TSX-V:CBW)
Cannabis Wheaton is a collective of entrepreneurs with a passion for the cannabis industry past, present and future. Our mandate is to facilitate growth for our partners by providing them with financial support and sharing our collective industry experience. Our partners all have different visions, voices and brandvalues, and all share a common goal—to build a world-class industry based on ethics, diversity, quality and innovation.
Dosecann Inc. is a PEI-based Licensed Dealer applicant currently completing the buildout of a 42,000 square foot GMP compliant facility. Within the purpose-built facility, Dosecann intends to accommodate product development, extraction, formulation, filling and packaging. Dosecann is developing a suite of cannabis products across a variety of delivery methods for both the medical and adult use markets.
Auxly Announces Receipt of Cultivation and Processing Licences for Robinsons Cannabis Facility
VANCOUVER, British Columbia, April 08, 2019 (GLOBE NEWSWIRE) -- Auxly Cannabis Group Inc. (TSX.V - XLY) ("Auxly" or the "Company") today announced that its wholly-owned subsidiary, Robinsons Cannabis Inc. (“Robinsons”), has been granted standard cultivation and processing licences by Health Canada pursuant to the Cannabis Act and Cannabis Regulations. The licences give Robinsons the ability to begin cultivation at its fully constructed 27,700 square-foot facility in Kentville, Nova Scotia, which was purpose-built to produce high-quality cannabis.
Led by experienced head grower Andrew Robinson, Robinsons is uniquely positioned to capture the attention of luxury cannabis consumers, with operations built on a devotion to uncompromising quality and a premium cannabis experience. Robinsons products have consistently ranked the highest in terms of cannabinoid content, terpene content and overall quality when independently tested against 5,000 products supplied by various growers licenced in accordance with Canadian cannabis regulations.
“We are thrilled to have achieved this major milestone,” says Andrew Robinson. “Our goal is to produce the best cannabis we can, for cannabis connoisseurs like ourselves. The licences will allow us to start production and take steps toward delivering a consistent final product focused on taste, smell, and potency.”
Hugo Alves, President of Auxly said: “This is a big milestone for one of our key subsidiaries and member of the Auxly family. We know that Andrew and his team are going to produce some of the best cannabis flower available in Canada and we can’t wait to share it with Canadian consumers. Robinsons is all about an unwavering commitment to quality. We hope to show cannabis connoisseurs, who to date have been generally disappointed with the flower offerings in the market, that passionate artisans operating in the regulated industry can produce an incredible product that reflects their pride and craftsmanship.”
Auxly expects that Robinsons’ premier products will be available for sale in the fourth quarter of this year, subject to receipt of sales authorization from Health Canada. With a focus on quality, Robinsons plans to release a limited amount of product to the market of approximately 1,100kg per year.
For more information about investing in Cannabis Wheaton, please visit: http://www.wheatonincome.com or contact our Investor Relations Team:
Follow up on Twitter @WheatonIncome
Media Enquiries (only):
For media enquiries or to set up an interview please contact:
Sarah Bain, VP External Affairs