Etrade shows in description:
Botanical Research In Motion Labs International, Inc., formerly Brookmount Explorations Inc.
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Terry Kwan and Peter Wojcik involved there as well. Something coming here as OTC being updated as are other sites.
ALLIANCE GROWERS DEFINITIVE AGREEMENT WITH B.R.I.M.
January 23, 2017 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG) (“Alliance Growers” or the “Company”) is pleased to announce the Company principal terms of the agreements with Botanical Research In Motion International Inc. (“B.R.I.M.”) for: (i) an exclusive license to use B.R.I.M.’s proprietary technology for large commercial scale micro propagation of cannabis plantlets, and (ii) a consulting agreement to provide B.R.I.M.’s expertise. These agreements were ratified by the Board of Directors of the Company on January 22, 2017.
As disclosed in news releases on October 26, 2016 and November 7, 2016, Alliance Growers had entered into a Memorandum of Understanding (“MOU”) with B.R.I.M. whereby B.R.I.M. would grant a license that will allow Alliance Growers to jointly develop and operate multiple cannabis focused Botany Centres in Canada. Alliance Growers and B.R.I.M. have executed a definitive Exclusive License Agreement and corresponding Consulting Services Agreement whereby B.R.I.M. has granted Alliance Growers an Exclusive License to devlop Cannabis Botany Centres in Canada.
B.R.I.M. projects the development of the Cannabis Botany Centre will add value to Alliance Growers by providing the following:
R.I.M. forecasts the potential for the Botany Centre to produce in excess of three million cannabis plantlets per year with a potential margin of $4 per plantlet;
Generate revenue from the extraction, processing and resale of cannabidiol (CBD) oil in Canada, USA and offshore, potentially several million dollars per year;
Providing cold storage facilities utilizing the one-of-a-kind Cryotissue Cold Storage technology for tissue culture preservation and regeneration as needed on long term basis.
Provide extraction services as retail services for cultivators and create custom profiles for extraction of botanicals oils for the retail market.
Commenting on the Definitive Agreement, Dennis Petke, Alliance Growers President and CEO said, “We are very pleased to have executed these agreements so that we can now purchase the property upon which we will build the Cannabis Botany Centre. As part of Alliances business model, we have begun negotiating with growers at various stages in the license process to purchase interests in their operations in exchange for long term supply plantlet supply contracts and offtake agreements, even before the Centre is built. This guarantees immediate sales which will continue well into the future. In addition to the services offered by the Cannabis Botany Centre, BRIM and Alliance have identified significant additional revenue streams in the Medical and Cannabis space that we are very excited to begin implementing after we complete this current round of funding.”
Mr. Petke continued, “Alliance continues to develop its business model to take advantage of the imminent legalization of Recreational Cannabis in Canada as well as the existing stets that have legalized Cannabis in the US. We would like to thank our existing shareholders and all new investors for their continued support as we work towards realizing our vision of becoming a successful global cannabis company”.
The Exclusive License Agreement includes the following significant terms:
Exclusive License Agreement
In consideration of the granting of this Exclusive License, Alliance Growers will pay to B.R.I.M. the following:
Issue to B.R.I.M. a total of 6,000,000 common shares and 3 million warrants to be released in stages.
Cash payments of $75,000 on execution of the MOU (paid) and $25,000 on execution of the Definitive Agreement and $50,000 on Closing, on or berfore February 28, 2017
Pay a Royalty to B.R.I.M. of 5% of gross sales for each month, provided however that payment will not be made where it would result in an operating loss unless gross sales exceed $100,000 each month.
Closing will be subject to completion of all due diligence by January 31, 2017 and Alliance Growers raising a minimum of $2,000,000.
R.I.M. has a first right of refusal to acquire the land and Botany Centre if Alliance is unable to compete construction at a price equal to the greater of fair market value and all expenses incurred by Alliance
Concurrent with execution of the Exclusive License Agreement, Alliance and B.R.I.M. have entered into a Consulting Agreement and the usual Non-Disclosure Agreement pertaining to the Proprietary Technology.
Consulting Agreement
This agreement is about B.R.I.M.’s duties and compensation. The principle terms are as follows:
one year renewable term.
Advise during the pre-construction phase of the Botany Centre, planning of the location and assistance in the application for zoning and building permits.
Supervise the construction and engineering according to the specifications in the Work Agreement.
assist in all phases of the construction of a Botany Centre in the lower mainland of British Columbia.
assist Alliance Growers in its applications to obtain appropriate permits from Health Canada in order for the Botany Centre to legally produce and extract cannabis products and sell them.
assist Alliance Growers to manage and operate the Botany Centre
Alliance Growers shall accrue a consulting fee payable to BRIM at the rate of $3,000 per month, commencing January 17, 2017 until January 31, 2017.
Thereafter, Alliance Growers shall pay BRIM a consulting fee of $6,000 CDN per month, commencing February 1, 2017, for the duration of the pre-construction phase until the completion of the acquisition of the property for the Botany Centre (the “Property”). These fees may be accrued until the Botany Centre is fully permitted and licensed for commercial production and commercial sale of cannabis products.
Upon acquisition of the Property and completion of all building plans, including all engineering and permitting and the receipt of all licenses and permits required to operate the Botany Centre (“Approvals”) (excluding MMPR or comparable license from Health Canada), Alliance Growers shall enter into contracts with BRIM for the provision of the necessary management services as agreed to by both parties to construction completion, in any case not to exceed $18,000 per month. Monthly fees in excess of $12,000 shall be accrued until the Botany Centre is fully permitted and licensed for commercial production and commercial sale of cannabis products.
Upon receipt of the MMPR or comparable License from Health Canada Alliance Growers shall enter into contracts with BRIM for the provision of the necessary management services as agreed to by both parties for the management of the Botany Centre, based on commercial rates of pay for work performed. All other personnel will be hired or contracted directly by Alliance Growers, or its wholly owned subsidiary.
Right of First Refusal (“ROFR”)
Brim has the ROFR to purchase the Botany Centre prior to completion of construction if the Corporation cannot complete the construction of the Botany Centre. The purchase price will be the greater of (i) fair market value as determined by the Alliance’s professional advisors and (ii) not less than input costs expended or owing by Alliance in acquiring the Lands and all costs of designing, developing and building the Botany Centre to the date of purchase plus Alliance’s borrowing costs if any.
Non-Disclosure Agreements
Brim and the Company have signed agreements to protect their confidential information.
Future Employment Agreement
The Company has signed an agreement with Brim and its chief scientist, Dr. Fawzia Afreen, that in the event she ceases employment with Brim that she can be employed directly by Alliance Growers.
An arms-length finders’ fee shall be payable in cash and/or shares in the amount of $68,250 equal to 10% of the first $300,000 and 7.5% on the remainder of the deemed value of the acquisition of $810,000 to David J. Kwiatkowski, Vancouver, B.C.
About Alliance Growers
Alliance Growers Corp (ACG: CSE) is a diversified cannabis company driven by the Company’s ‘Four Pillars’ Organization Plan – MMPR cannabis production facilities, distribution network, consumer products, and research and development.
Alliance Growers has excuted an agreement with Botanical Research In Motion International Inc., for a Canada Exclusive License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed Cannabis Botany Centre will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the “Chibafreen Invitro Plant Production System”, which assures consistent composition and purity of each plantlet for the growers. The Cannabis Botany Centre will feature:
1 – B.R.I.M.’s proprietary “Chibafreen Invitro Plant Production System”
Utilizing its proprietary state of art clean tissue culture lab room which, according to BRIM, is designed to produce over three million Tissue Culture Plantlets per year. The design is scalable and designed for all flora to serve the entire agriculture industry.
2 – B.R.I.M.’s proprietary Cryotissue Cold Storage
Utilizing the one-of-a-kind Cryotissue Cold Storage technology for tissue culture preservation and regeneration as needed on long term basis.
3 – Extraction Lab
Provide custom profiles for extraction for botanicals oils for retail market.
Provide extraction services as retail services to cultivators.
4 – Botanical DNA Services Laboratory
Certifying plant tissue at the genetic level.
Additional DNA mapping services.
5 – B.R.I.M’s proprietary research for cannabis for large commercial scale micro propagation production when permitted.
Further, Alliance Growers has announced an agreement to a strategic investment arrangement with PharmaGreen and Canna Companion with offtake rights and agreements with both entities. As well, Alliance Growers has been negotiating to obtain other exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis growing industry in addition to possible partnerships with existing MMPR licensed and soon-to-be licensed facilities.
