CanadaBis Completes Qualifying Transaction
Friday, April 26, 2019 1:00 PM
CALGARY, AB / ACCESSWIRE / April 26, 2019 / CanadaBis Capital Inc. (CANB.P: TSX-V) is pleased to announce that it has completed its previously announced qualifying transaction (the "Transaction") with 1926360 Alberta Ltd. dba Stigma Pharmaceuticals ("Stigma"). The Transaction constitutes a "Qualifying Transaction" as such term is defined by Policy 2.4 of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual and was completed by way of three corner amalgamation pursuant to which Stigma amalgamated with a newly formed wholly owned subsidiary to form a new amalgamated company ("Amalco"), which now holds Stigma's assets as well as its wholly owned subsidiary. Amalco shall operate under the name "Stigma Pharmaceuticals Inc."
CanadaBis has obtained final approval to list its common shares on the TSXV as a Tier 2 Life Sciences Issuer. The common shares are expected to begin trading on the TSXV at the opening of markets on or about April 30th, 2019, under the symbol CANB.
Following the Transaction, the Company will continue, through its subsidiaries, to operate the business of Stigma Grow and continue to be focused on producing high-quality and uniquely crafted products for the Alberta market. "Our day-to-day focus will be on exploring a product and industry whose potential has gone unrealized for far too long, we are excited to help fill the void that we currently see in the Canadian cannabis market by offering better products to the local consumer while providing responsible and diversified investment to the industry on both a local and global scale" said Travis McIntyre, President and CEO.
The facility in Red Deer was awarded a Standard Cultivation License by Health Canada on March 8th of 2019. This cultivation license is one of only twelve administered in Alberta by Health Canada and will allow for the possession, production and distribution of cannabis in dried, fresh, plant and seed form. In addition, the Company has been awarded a Standard Processing License which will allow the Red Deer facility to process dried flower and manufacture cannabis oil products.
Stigma Grow has the benefit of over three years of independent genetic research on 42 proprietary strains making them perfectly positioned to supply Albertans with a portfolio of uniquely developed craft cannabis products that offer potency, consistency and high-quality experience that is lacking from many large-scale commercial producers.
With the completion of the Qualifying Transaction, CanadaBis Capital Inc. anticipates being in position to expand business, increase cultivation facilities, add retail locations, further develop into extractions and processing in preparation of the upcoming legalization of edibles, and continue to be a vertically-integrated cannabis company offering a keystone portfolio in Western Canada.
Following closing of the Transaction, the board of directors will be comprised of the following individuals: Travis McIntyre, Gregory Smith, Barbara O'Neill, Scott Reeves and Alex Michaud. In addition, Travis McIntyre and Shawn Ryan will be appointed as President/Chief Executive Officer and Chief Financial Officer, respectively.
The Board of Directors of CanadaBis has authorized the grant of 2,825,000 incentive stock options to certain of its directors, officers, employees, and consultants. Each option entitles the holder to acquire one Common Share in the Company at an exercise price of $0.50 per share. The options vest at a rate of one-third (1/3) each on the one-year, two-year and three-year anniversaries from the date of grant and expire five years from the date of grant.
In addition, pursuant to private placements completed by Stigma in November 2018 and February 2019 (the "Stigma Financings"), the Filing Statement (as defined below) mistakenly disclosed that the subscribers to the Stigma Financings subscribed for common shares rather than units. Each unit issued pursuant to the Stigma Financings consisted of one common share and one-half of one purchase warrant (each whole purchase warrant a "Warrant"), each Warrant exercisable into one Stigma share at a strike price of $1.00 for a period of 12 months from the date of issue. As a result, following the Transaction, CanadaBis will have issued and outstanding 2,611,143 Warrants exercisable until November 9, 2019, 277,000 Warrants exercisable until February 11, 2020 and 1,000,000 Warrants exercisable until April 25, 2020 each at a strike price of $1.00 per CanadaBis share. 238,000 of the Warrants issuable to principals of Stigma will be held in escrow pursuant to a surplus escrow agreement.
Full details of the Transaction and certain other matters are set out in the filing statement dated April 1, 2019 (the "Filing Statement"). A copy of the Filing Statement can be found under our SEDAR profile on SEDAR at www.sedar.com.
CanadaBis Capital Inc. is an Alberta-based cannabis company that, through its wholly owned subsidiary Stigma Grow, produces high-quality products for the Alberta marketplace. The Company exhibits the highest standards in quality control, optimal yields and wide ranging cannabinoid profiles. The newly constructed 22,000 square foot growth facility in Red Deer County is licensed by Health Canada to cultivate and process cannabis, with further expansion planned in 2019/2020.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to our business and operations including development and expansion plans and the timing thereof. Forward-looking statements are necessarily based upon a number of 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: compliance with extensive government regulation, the general business, economic, competitive, political and social uncertainties; requirement for further capital, delay or failure to receive board, shareholder or regulatory approvals; the results of operations and such other matters as set out in the Filing Statement available on SEDAR at www.sedar.com. 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.
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Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although we have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. We do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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SOURCE: CanadaBis Capital Inc.