SOL Global’s CannCure to Go Public Through Proposed Reverse Takeover By Goldstream Minerals
January 9th, 2020
Brady Cobb Will Transition From Chief Executive Officer of SOL Global to Lead the Newly Formed MSO Entity
SOL Global to Continue as an Investment Company
TORONTO — SOL Global Investments Corp. (“SOL Global” or the “Company“) (CSE: SOL) (OTCPK: SOLCF) (Frankfurt: 9SB), and Goldstream Minerals Inc. (“Goldstream”) (NEX: GSX.H) are pleased to announce that Goldstream and CannCure Investments Inc. (“CannCure”), a portfolio company of SOL Global, have entered into a letter of intent (the “LOI”) dated January 8, 2020, outlining the proposed terms and conditions of a proposed transaction (the “Proposed Transaction“) pursuant to which Goldstream would acquire a 100% interest in CannCure by way of a business combination that will result in a reverse takeover of Goldstream by the shareholders of CannCure. The entity resulting from the Proposed Transaction (the “Resulting Issuer“) would continue to carry on the business of CannCure as a multi-state vertically integrated cannabis company (the “MSO“) to be called “Bluma Wellness Inc.” with operations in Florida via One Plant Florida (f/k/a 3 Boys Farm LLC) and in California with premium flower cultivator Northern Emeralds. The LOI was negotiated at arm’s length.
“Bluma will continue to execute on its plan to cultivate and deliver to patients and consumers the highest quality cannabis flower and flower derived products in the coveted Florida marketplace via One Plant Florida, and in California with premium flower producer Northern Emeralds. Bluma will also remain laser focused on the responsible scale up of its operations in both Florida and California with a continued focus on its proprietary home delivery model paired with strategically located flagship stores (that will also serve as delivery hubs) and efficient and data driven premium flower cultivation”, said SOL Global CEO Brady Cobb. “We look forward to setting the benchmark for premium flower in Florida and California, and to delivering strong growth to our shareholders.”
Details of the Proposed Transaction
Pursuant to the LOI, the following, among other things, will be completed in connection with the consummation of the Proposed Transaction:
- The execution of a definitive agreement between Goldstream and CannCure;
- The consolidation of the issued and outstanding common shares of Goldstream (the “Goldstream Shares”), such that the exchange ratio of the Proposed Transaction will be 1:1 based on a $2,000,000 valuation of Goldstream;
- Certain shareholders of CannCure shall be subject to lock-up provisions;
- CannCure intends that Brady Cobb shall lead the Resulting Issuer as CEO and Chairman;
- The board of directors and management of the Resulting Issuer will be replaced with nominees of CannCure;
- The Proposed Transaction will trigger the clause under the CannCure earn-out in accordance with the terms of the amended and restated purchase agreement dated April 8, 2019 (the “Agreement”) between SOL Global and the former shareholders of CannCure. SOL Global will transfer a portion of its common shareholding in CannCure to the former shareholders of CannCure based on the calculation outlined in the Agreement. By way of this equity transfer, the CannCure earn-out will be fully satisfied.
The Proposed Transaction cannot be completed while Goldstream is listed on the NEX board of the TSX Venture Exchange (“TSXV”). Accordingly, an application will be made to voluntarily delist the Goldstream Shares from the NEX board of the TSXV and to list the Resulting Issuer Shares on another recognized Canadian stock exchange (the “Exchange”). The delisting of the Goldstream Shares from the NEX board of the TSXV and the listing of the Resulting Issuer shares on the Exchange will be subject to all applicable shareholder and regulatory approvals.
Goldstream and CannCure anticipate that the Proposed Transaction will close on or before March 31, 2020 or such other date as mutually agreed to by the parties. When a definitive agreement between Goldstream and CannCure is executed, Goldstream will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals (including TSXV approval for the delisting of the Goldstream Shares and Exchange approval for the listing of the Resulting Issuer shares). There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Other Details Pertinent to SOL Global:
- Effective upon closing of the Proposed Transaction, Brady Cobb will transition from his role as SOL Global’s current CEO and board member to his new role as CEO and Chairman of the Resulting Issuer;
- SOL Global will remain the largest shareholder of the Resulting Issuer;
- Former shareholders of CannCure will collectively acquire a material interest in the Resulting Issuer;
- SOL Global will continue to be listed on the Canadian Securities Exchange (the “CSE”) as an investment company and will not change its business to that of a life sciences issuer operating as a multi-state cannabis operator in the United States; and
- Completion of the Proposed Transaction will not result in the issuance of any SOL Global shares.
“It has been an honor to lead one of the most dynamic and forward-thinking cannabis investment companies, and it’s has been my distinct privilege to work alongside our dedicated team as we assembled an amazing portfolio of cannabis, CBD and Esports investments” continued Brady Cobb. “My strengths have always been on the operations side, and I’m thrilled at the prospect of being able to focus exclusively on scaling up our operations in Florida and California and delivering value to our shareholders.”
About SOL Global Investments Corp.
SOL Global is an international investment company with a focus on investing in cannabis and cannabis related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces with an objective of providing shareholders with a long term return through capital appreciation, dividends and interest from its investments. If SOL Global believes there is a strategic reason to do so, it may also invest in companies not in the cannabis sector.
About Goldstream Minerals Inc.
For more information please contact the Company at [email protected].
On Behalf of the Board of Directors of Goldstream Minerals Inc.
All information contained in this news release with respect to Sol Global or CannCure was supplied by Sol Global for inclusion herein and Goldstream has relied on the accuracy of such information without independent verification.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Goldstream should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative if these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may”, or “will” happen, or by discussions of strategy. Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While each of Sol Global and Goldstream consider these assumptions to be reasonable based on information currently available to management of each such company, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond the respective companies’ control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, but are not limited to: information concerning the Proposed Transaction; expectations on whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, including obtaining receipt of all required regulatory and shareholder approvals; the timing for completing the Proposed Transaction; the business plans and strategy of Goldstream, SOL Global, CannCure and the Resulting Issuer, the Company’s ability to comply with all applicable governmental regulations in a highly regulated business; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US federal laws; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and neither Goldstream nor the Company undertakes any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOL Global Investments Corp.
Brady Cobb, Chief Executive Officer
Phone: (212) 729-9208
Email: [email protected]
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