16:36:14 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Royal Sapphire Corp (2)
Symbol RSL
Shares Issued 84,740,708
Close 2018-03-12 C$ 0.20
Market Cap C$ 16,948,142
Recent Sedar Documents

Royal Sapphire completes RTO with PureSinse

2018-07-10 17:43 ET - News Release

An anonymous director reports

PURE GLOBAL CANNABIS INC. COMPLETES REVERSE TAKEOVER TRANSACTION WITH PURESINSE INC.

Pure Global Cannabis Inc. (formerly Royal Sapphire Corp. (RS)) has completed its previously announced amalgamation and reverse takeover transaction with PureSinse Inc.

PureSinse is a life science cannabis company based in Toronto. It is a licensed producer under the Access to Cannabis for Medical Purposes Regulations (ACMPR) focused on producing premium-quality cannabis products for medical, wellness and future legal adult recreational use from its state-of-the-art, strategically located flagship facility in Brampton, Ont. PureSinse's initial site is an 18,000-square-foot facility, with a fully-financed option to expand to 41,000 square feet, that will soon be a hub for processing, production, research and development, and distribution, located in the heart of the Greater Toronto Area. Utilizing modern commercial horticulture and hydroponic techniques, the site is expected to produce over 8,000 kilograms of premium-quality dried cannabis per year and will be looking to significantly expand output in the near term.

Trading in the common shares of RS was previously halted on March 12, 2018, at the request of RS upon announcement of the transaction. Trading in the common shares of Pure Global will commence on the TSX Venture Exchange at market open on Wednesday, July 11, 2018, under the symbol PURE.

The transaction

Immediately prior to the closing of the transaction, RS consolidated its shares on a one-for-two basis and changed its name to Pure Global Cannabis Inc. PureSinse subsequently amalgamated with a wholly owned subsidiary of RS, with the amalgamating company continuing as a wholly owned subsidiary of Pure Global and retaining the name PureSinse Inc.

Pursuant to the transaction, the former shareholders of PureSinse received one common share of RS for each outstanding common share of PureSinse held by them; the outstanding options of PureSinse were exchanged for comparable securities of RS on the basis of the exchange ratio; and the holders of outstanding warrants of PureSinse are entitled to acquire, subject to the terms and conditions of such warrants, one resulting issuer share in lieu of each PureSinse share that would otherwise be issuable to such holder.

Following closing of the transaction, the company's outstanding subscription receipts issued upon closing of the company's private placement financing, as described in the company's news release dated March 16, 2018, automatically converted into an aggregate of 27.9 million common shares in the capital of the company, including 6,190,822 shares upon the conversion of the convertible notes. Aggregate proceeds of $9,207,000, which had been held in escrow in accordance with the terms of the subscription receipts, have been released to the company in addition to the $2,043,000 from the convertible debenture plus interest.

After giving effect to the transaction, there are 147,844,801 resulting issuer shares issued and outstanding (on a non-diluted basis). In addition, there are an aggregate of 13,275,398 options to purchase Resulting issuer shares and 21,491,179 warrants to purchase resulting issuer shares.

In connection with the transaction, the following individuals were appointed to serve as members of the board of directors of Pure Global: Dr. Chandrakant Panchal (chairman), Malay Panchal, Albert Beraldo, Brian O'Neill and Jane Pagel.

Mr. Panchal will serve as chief executive officer, and Bhupender Gosain will serve as chief financial officer and corporate secretary of Pure Global.

Mr. Panchal

Mr. Panchal is the founder, chairman and chief executive officer of PureSinse. He is a cannabis industry entrepreneur and executive, bringing over 20 years of pharmaceutical, marketing and operational experience. He brings extensive knowledge in the health care, medical cannabis, natural medicine, e-commerce and mail order pharmacy operational proficiencies on a global scale. Mr. Panchal has a bachelor of science, pharmacy, from the University of Toronto.

Dr. Panchal

Dr. Panchal is the founder of Axcelon Biopolymers Corp., a biotechnology company where he also serves as chairman, chief executive officer and chief scientific officer. From 1989 to 1999, he was co-founder, president and CEO of Procyon Biopharma Inc., which he took public on the TSX Venture Exchange in 1998 and later on the TSX in 2000. Thereafter, Dr. Panchal was CSO at Procyon until its merger with Cellpep Inc. in 2006. He was then senior executive vice-president of business development at the merged entity, Ambrilia Biopharma Inc. During his term at Procyon and Ambrilia, he led several licensing, and merger and acquisition transactions with pharmaceutical and biotechnology companies, relating to cancer, wound care and human immunodeficiency virus drugs developed by the company. Dr. Panchal sits on multiple public and private company boards, and was, until recently, a board member of MaRS Innovation and Avivagen. Dr. Panchal obtained a PhD in biochemical engineering from Western University.

Mr. Beraldo

Mr. Beraldo has more than 30 years experience in varying roles within the pharmaceutical/biotechnology industry. He was the founder, and president and chief executive officer of Alveda Pharmaceuticals Inc., a leading supplier of pharmaceuticals to the Canadian health care market, from 2006 until November, 2015. Alveda was acquired by Teligent Inc. (formerly IGI Laboratories Inc.), a New Jersey-based specialty generic pharmaceutical company. Mr. Beraldo formerly served as president and CEO of Telesta Therapeutics Inc. (previously Bioniche Life Sciences Inc.) until 2006. Mr. Beraldo served as an independent director of Helix Biopharma Corp. from January, 2016, to July, 2017, and was an independent director of Telesta Therapeutics from November, 2008, to November, 2013. Mr. Beraldo worked in public accounting with Ernst and Whinney until he joined Vetrepharm Canada Inc. as financial controller in 1983. Mr. Beraldo obtained a bachelor of commerce degree from the University of Windsor and a chartered accountant designation from the Canadian Institute of Chartered Accountants. He sits on the board of Medicenna where he chairs the audit committee.

Mr. O'Neill

Mr. O'Neill spent nearly a decade in the practice of law with leading Canadian law firm, McCarthy Tetrault LLP. His practice began in the areas of corporate and commercial law, with a focus on mergers and acquisitions, corporate reorganizations, corporate finance, intellectual property, and commercial transactions, principally in the high-tech and biotechnology sectors. He then shifted his practice to focus on corporate tax matters, with a particular emphasis on the tax-related aspects of mergers and acquisitions, and corporate reorganizations. Mr. O'Neill received his BSc (honours) in molecular genetics, with first-class standing, and his LLB, with distinction, from the University of Alberta. He is a member of the Law Society of British Columbia and has completed CPA Canada's in-depth tax course. A committed member of his local community, Mr. O'Neill sits on the board of directors of Family Services of the North Shore, one of the most trusted voices in mental health in the Greater Vancouver Area, serving nearly 9,000 individuals, couples, families, children and youth each year through a wide array of essential programs and services.

Ms. Pagel

Ms. Pagel is an executive with extensive experience in government and industry. Ms. Pagel is currently on the board of directors of Blumetric Environmental Inc. and Avalon Advanced Materials. She also sits on the board of two private companies: Walker Industries, an aggregates, construction and emulsions company, and Kleinschmidt Group, a United States-based engineering and hydropower consulting company. Ms. Pagel was previously named to the Canada's Diversity 50 2013 list of board candidates, and has previously served and chaired a number of human resources, and compensation and governance committees. From June, 2014, to June, 2015, Ms. Pagel was the interim president and chief executive officer at Sustainable Development Technology Canada, where she also served on the board of directors for 12 years. From 2010 until early 2014, Ms. Pagel was president and chief executive officer of the Ontario Clean Water Agency. Prior industry positions held by Ms. Pagel include: principal government and industry relations at Stantec; senior vice-president and principal at Jacques Whitford (until its acquisition by Stantec in 2009); vice-president, government relations, at Philip Services; and president of Zenon Environmental Laboratories. Ms. Pagel has also held senior positions at the Ministry of the Environment, including director of research and technology.

The completion of the transaction has received final approval of the TSX-V. Further details of the transaction are contained in news releases of RS dated March 16 and May 22, 2018. Readers are also referred to the filing statement of RS dated July 5, 2018, which was prepared in accordance with the requirements of the TSX-V and filed under Pure Global's issuer profile on SEDAR.

Investor relations

The company has entered into an investor relations agreement with Future Money Trends LLC, a limited liability company existing under the laws of the State of Texas with an office at 1102 S. Austin Ave., No. 110-283, Georgetown, Tex., U.S. The IR agreement is for an initial term of one year at an aggregate cost of $300,000 (U.S.) to provide financial publishing and digital marketing services to the company. Pursuant to the IR agreement, Future Money Trends will raise public awareness of the company (including its social media presence) and will promote the company's business.

Equity awards

In connection with the closing of the transaction, Pure Global has granted an aggregate of 4,525,398 stock options to employees and other service providers to purchase up to the same number of resulting issuer shares. The stock options have an exercise price of 33 cents per resulting issuer share, expire five years from the date of grant and vest according to their terms. These are included in the 13,275,398 options mentioned above.

© 2024 Canjex Publishing Ltd. All rights reserved.