08:28:33 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Canadabis receives conditional TSX-V OK for Stigma QT

2019-04-18 13:50 ET - News Release

Mr. Gregory Smith reports

CANADABIS CAPITAL INC. AND 1926360 ALBERTA LTD. (DBA STIGMA PHARMACEUTICALS) RECEIVE TSXV CONDITIONAL ACCEPTANCE

Canadabis Capital Inc. has received conditional acceptance from the TSX Venture Exchange for its proposed qualifying transaction with 1926360 Alberta Ltd., doing business as Stigma Pharmaceuticals. Stigma is a company that recently obtained its cultivation and processing licences for cannabis and cannabis products with a facility located in Red Deer, Alta. Closing of the qualifying transaction is expected to occur on or about April 24, 2019. Upon closing, Stigma will amalgamate with a subsidiary of Canadabis to become a wholly owned subsidiary of Canadabis.

The company filed a filing statement dated April 1, 2019, regarding its qualifying transaction. Upon completion, the proposed transaction will constitute a qualifying transaction as defined in the policies of the TSX-V and the resulting issuer will be a tier 2 life sciences issuer. Upon completion of the qualifying transaction, the resulting issuer will continue to operate under the name of Canadabis Capital Inc.

The company wishes to provide additional information regarding the lease and option to purchase the facility dated April 1, 2019, as amended and restated, entered into between Stigma's operating subsidiary and a related party of Stigma. The lease has a five-year term, expiring in December, 2023, with an option to renew for a further five-year term. In addition, the agreement contains an option for the lessee to purchase the building for approximately $4.2-million, plus 5 per cent interest per annum should the option be exercised after the first year of the lease. The lease contemplates Stigma incurring all operating expenses for the facility directly to the extent possible. The rent payable by Stigma under the lease is equal to the expenses actually incurred by the landlord as owner of the facility and has been capped at a maximum of $10,000 per month. In addition, non-payment of rent under the lease is only a default if not paid for 12 months following notice and a 60-day cure period.

The completion of the qualifying transaction is subject to a number of conditions, including but not limited to receipt of all required regulatory consents, including final TSX-V acceptance.

Trading in the common shares of Canadabis is currently halted and will resume following publication of the final exchange bulletin by the TSX-V in respect of the closing of the qualifying transaction.

Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the qualifying transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. There can be no assurance that the qualifying transaction will be completed as proposed or at all.

Please see the filing statement, which is available on SEDAR, for more information regarding the qualifying transaction, Stigma and its business. The company will issue additional news releases related to closing of the qualifying transaction and other material information as it becomes available.

Escrowed securities

In accordance with the policies of the exchange, an aggregate of 90,846,000 common shares in the capital of the company owned or controlled by directors, management, certain shareholders and incoming principals of Canadabis will be held pursuant to an escrow agreement with Computershare Trust Company of Canada, acting as escrow agent. Of these escrowed shares, 79,686,000 will be released from escrow based on the exchange's surplus escrow schedule as follows: 5 per cent upon issuance of the exchange bulletin granting final approval for the transaction; 5 per cent on the date that is six months after the date of the final bulletin; 10 per cent on the date that is 12 months after the date of the final bulletin; 10 per cent on the date that is 18 months after the date of the final bulletin; 15 per cent on the date that is 24 months after the date of the final bulletin; 15 per cent on the date that is 30 months after the date of the final bulletin; and 40 per cent on the date that is 36 months after the date of the final bulletin. In the filing statement, Mr. Michaud was shown incorrectly as being subject to value escrow, however he will in fact be subject to surplus escrow and his 1,325,000 shares are included in the numbers stated herein. The remaining 11.16 million escrowed shares are governed by the value escrow schedule (including the three million governed by the initial CPC escrow agreement) and will be released from escrow as follows: 10 per cent released upon receipt of final exchange approval and a further 15 per cent released on each of the six-month, 12-month, 18-month, 24 month, 30-month and 36-month anniversaries of the date of the final bulletin.

About Stigma Pharmaceuticals

Stigma has developed a commercial craft cannabis grow facility, located on land it purchased in the Red Deer county. Stigma currently has 42 proprietary cannabis varieties with a wide range of terpene and potency profiles. It holds a lease and option to purchase a 66,000-square-foot facility located on its lands. The facility has currently been built out for 22,000 square feet of cultivation to meet demands of recreational cannabis, as well as medicinal consumption needs.

© 2024 Canjex Publishing Ltd. All rights reserved.