February 27, 2020 — The European CBD market has big potential says a new survey from New Frontier Data. In fact, they found that Europe has a growing consumer base that has very positive views on CBD. Per feedback from 3,100 respondents, 74% of consumers noted that CBD has “positively impacted their lives.” In addition, 41% said that their spending had increased over the last six months, with 44% expecting their spending to rise further. Better still, the Brightfield Group estimates that the European market will boom 400% over the next four years from $318 million in 2018. “CBD is just starting to take hold in Europe, with both product availability and consumer awareness still quite limited. This is a great opportunity for developed brands to enter and expand through Europe with far less competition than we’re seeing in the U.S,” says Brightfield Managing Director, Bethany Gomez. It’s all creating sizable opportunity for companies such as Mota Ventures Inc. (CSE:MOTA) (OTCPK:PEMTF), GW Pharmaceuticals (NASDAQ:GWPH), Tilray Inc. (NASDAQ:TLRY), Green Growth Brands Inc. (CSE:GGB)(OTCQB:GGBXF), and Trulieve Cannabis Corp. (CSE:TRUL)(OTCQX:TCNNF).
Mota Ventures Inc. (CSE:MOTA)(OTCPK:PEMTF) BREAKING NEWS: Mota Ventures Inc. and Stillcanna Inc. are pleased to announce that they have entered into a letter of intent (the “Letter of Intent”), dated effective February 25, 2020, pursuant to which Mota proposes to acquire all of the outstanding share capital of Stillcanna. Mota is a globally-focused CBD product development and marketing company with established online retail brands in both the U.S. and Europe. Through its acquisition of First Class CBD, Mota has become a significant direct-to-consumer retail brand in the United States. In 2019, First Class CBD (then, a division of Unified Funding, LLC) realized approximately C$28.7 million in revenue with an EBITDA of approximately 12.5%. Mota’s successful e-commerce platform currently serves over 140,000 online customers and has generated over 400,000 leads in the United States. With the roll-out of First Class CBD’s proven e-marketing strategy throughout Europe, Mota believes that a merger with a high-quality CBD producer is of paramount importance in order to capture the large margins in the CBD-product supply chain.
Stillcanna is a vertically integrated, European-based company with a focus on industrial-scale manufacturing of the highest quality CBD extracts. Using proprietary extraction techniques and purpose-built equipment, Stillcanna looks to become one of the largest producers of THC-free CBD extracts in Europe. Stillcanna’s Polish extraction facility, NEXUS, features industrial-scale centrifugal chromatography equipment that allows for the production of bulk THC-free CBD distillate as well as custom Cannabinoid profiles. In February 2020, Stillcanna’s Romanian extraction facility, ORIGIN, which operates pursuant to a joint venture between Stillcanna and Dragonfly Biosciences Ltd., received approval from the Ministry of Health and the Anti-Drug Agency to become the first government recognized extraction facility in the country. To date C$23,000,000 has been invested by Stillcanna in the cultivation and extraction operations, with current cash on hand in Stillcanna of approximately C$7,000,000.
Stillcanna’s CBD extracts are key to unlocking additional value in Mota’s retail offerings in Europe. Through Stillcanna, Mota hopes to guarantee the supply of high-quality CBD for its expanding product line in Europe, while the large production capacity of NEXUS and ORIGIN will allow Mota to be a key supplier of legal CBD products in Europe. “We are very excited to pursue a transaction with Stillcanna. The merger of this large-scale, high-quality CBD producer will fit brilliantly with Mota’s strategic expansion plan to vertically integrate operations in Europe while increasing profit margins in product offerings. Product awareness and availability are still quite limited in Europe, which presents an opportunity for Mota to further establish its brands in a market that is expected to experience rapid growth in the near term. With the Stillcanna merger, we’re putting together a team that can create, market and sell consumer CBD products to European customers.” stated Ryan Hoggan, CEO of Mota. “Combining a company that has established brands and direct-to-consumer sales channels with one that has proven CBD extraction expertise makes perfect sense to us,” commented Jason Dussault, CEO of Stillcanna. “The wholesale landscape for CBD has changed dramatically in the past year, and the creation of a seed-to-consumer CBD company in the growing European market creates a direct path to profitability. This merger completes the circle for Stillcanna, evolving from a seed to CBD concentrate company to a seed to retail sales company.”
Under the terms of the Proposed Transaction, Mota would acquire all of the outstanding share capital of Stillcanna by way of a statutory plan of arrangement under the Business Corporations Act of British Columbia Canada. Shareholders of Stillcanna would receive one common share of Mota for every 1.8 common shares of Stillcanna held at the time of exchange. Based on the current outstanding common share capital of Stillcanna, it is anticipated that Mota would issue approximately 61,597,082 Mota shares to complete the Proposed Transaction. Upon completion of the Proposed Transaction: (i) all outstanding incentive stock options of Stillcanna will be exchanged for options to purchase Mota shares on the basis of the Exchange Ratio and will thereafter be subject to the incentive stock option plan of Mota; and (ii) all unexercised share purchase warrants of Stillcanna will be exchanged for warrants to purchase Mota shares on the basis of the Exchange Ratio and will expire in accordance with their current expiry dates. Mota and Stillcanna are at arms-length. The Proposed Transaction does not constitute a reverse-takeover of Mota, nor is it expected to result in a change of control of Mota within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. Upon completion of the Proposed Transaction, there will be no changes to the management or the board of directors of Mota and it is expected that members of management and the board of Stillcanna will continue to assist in relation to the management of Stillcanna’s business.
Completion of the Proposed Transaction remains subject to a number of conditions, including, but not limited to: (i) satisfactory completion of due diligence; (ii) negotiation of definitive, legally-binding documentation; (iii) receipt of any required regulatory approvals, including the court; (iv) the approval of the Stillcanna Shareholders; (v) receipt of a satisfactory fairness opinion in respect of the Proposed Transaction; (vi) Stillcanna having arranged to amend the terms of certain existing employment and consulting engagements; (vii) shareholders of Stillcanna holding at least 40,000,000 of the outstanding share capital of Stillcanna having agreed to the terms of a pooling arrangement restricting their ability to trade one-half of the Mota shares they receive for a period of six months following completion of the Proposed Transaction; (viii) Stillcanna having positive working capital of not less than C$6,000,000, after taking into account all expenses associated with the Proposed Transaction; and (ix) Mota completing a private placement of units to raise gross proceeds of not less than C$5,000,000. The Proposed Transaction cannot be completed until these conditions are satisfied. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
The proposed Mota Financing will consist of units at a price of C$0.45 per unit, with each unit comprised of one Mota common share and one share purchase warrant of Mota. Each such warrant will be exercisable to purchase one common share of Mota at a price of C$0.60 for a period of two years. All securities to be issued in connection with the Mota Financing will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. Mota anticipates paying finders fees to certain eligible parties who have introduced subscribers to the Mota Financing. The board of directors of each of Mota, and Stillcanna, have unanimously approved the Letter of Intent. Further information about the Proposed Transaction will be included in subsequent press releases when available.
Other related developments from around the markets include:
GW Pharmaceuticals (NASDAQ:GWPH) announced financial results for the fourth quarter and full-year ended December 31, 2019. “2019 was an exceptional and transformative year for GW, led by the successful launch of Epidiolex in the US and approval in Europe. The positive impact this medicine has had on thousands of patients and their families provides a compelling foundation for continued growth in 2020,” said Justin Gover, GW’s Chief Executive Officer. “We also expect 2020 to be an important year for our growing and developing product pipeline beyond Epidiolex as we build on our world leadership in cannabinoid science. We are focused on advancing nabiximols in the US in several indications and clinical programs with other potential products whilst continuing to bring Epidiolex to more patients in the US and Europe.”
Tilray Inc. (NASDAQ:TLRY) will report results for the fourth quarter and full fiscal year ended December 31, 2019 on Monday, March 2, 2020 after market close. The Company will host a conference call to discuss these results at 5:00 p.m. ET. Investors interested in participating in the live call can dial 877-489-6528 from the U.S. and 629-228-0736 internationally. A telephone replay will be available approximately two hours after the call concludes through Monday, March 16, 2020, by dialing 855-859-2056 from the U.S., or 404-537-3406 from international locations.
Green Growth Brands Inc. (CSE:GGB)(OTC:GGBXF) reported its results for the period ended December 28, 2019. Revenues for the period totaled $21.1M. “The results this quarter are a reflection of our ability to create products and experiences that consumers want,” said Peter Horvath, CEO of Green Growth Brands. “We are pleased with the consumer demand signals we saw in the CBD segment during the quarter, and we remain confident in its future potential. However, overhead costs, near-term obligations and constraints on liquidity have posed significant challenges that have hindered us from growing the CBD business in the timeframes we anticipated to its full-potential. “The initiatives we announced today to sell the CBD segment, restructure debt and raise equity financing improves the financial infrastructure we need to scale our MSO segment. We believe focusing our expertise on the MSO segment will yield the highest long-term value for our shareholders and customers.”
Trulieve Cannabis Corp. (CSE:TRUL)(OTCQX:TCNNF) announced it will be opening the doors of a new Florida dispensary on Saturday, February 15th. The Stuart location makes a record 45 locations in the state of Florida and 47 nationwide for Trulieve. he Stuart dispensary, located on Northwest Federal Highway, supports the company’s mission to expand and ensure safe, reliable patient access statewide. It joins the Company’s 44 other dispensaries statewide, bringing expanded access to patients on Florida’sAtlantic Coast. “Over the past year, we’ve really focused on creating elevated, educated, and excellent customer-centric experiences. Part of Trulieve’s core mission is to ensure that patients across the state of Florida are able to access the medications that they’ve come to rely on and that includes opening in places where patients are located,” said Trulieve CEO Kim Rivers. “We are looking forward to introducing direct access to patients in the Atlantic Coast market. Whether a patient is taking their first steps into medical cannabis or they are a dedicated Truliever, our well-trained staff in Stuart is ready and willing to assist patients during every step of the process.”
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