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Makena Resources Inc., Biocan Technologies Inc. and Epimeron Inc. Announce Completion of Private Placement, Strategic Investment From Tuatara Capital and Business Combination to Form Willow Biosciences Inc.

Vlad Poptamas



Reading Time: 4 minutes


Makena Resources Inc. (“Makena“) (CSE: MKNA), BioCan Technologies Inc. (“BioCan“) and Epimeron Inc. (“Epimeron“) are pleased to announce: (i) the completion of the previously announced non-brokered private placement of common shares (“Common Shares“) and units (“Units“) of Makena for aggregate gross proceeds of $29.0 million (the “Private Placement“), including an investment of $12.1 million of Units by Tuatara Capital, L.P. (“Tuatara“), a sector-focused cannabis private equity firm; (ii) the completion of the previously announced business combination by way of a statutory plan of arrangement (the “Arrangement“) involving Makena, BioCan and Epimeron under the Business Corporations Act (Alberta); (iii) the name change of Makena to “Willow Biosciences Inc.” (“Willow“); and (iv) the appointment of a new management team (the “New Management Team“) and board of directors (the “New Board“) of Willow.

The Common Shares will commence trading on the Canadian Securities Exchange (the “CSE“) under the new name “Willow Biosciences Inc.” and new trading symbol “WLLW” at the market opening on Monday, April 15, 2019.

Willow Highlights

  • With a net working capital position of approximately $27.5 million(1), Willow is well-positioned to become an industry leader in cannabinoid biosynthetic production by capturing key intellectual property around the most cost effective methods to produce cannabinoids;
  • The combination of Makena, BioCan and Epimeron will drive greater operational capacity, exposure to Canadian and U.S. markets, a larger market capitalization and natural synergies between BioCan and Epimeron to expand BioCan’s current biosynthesis platform; and
  • The Arrangement brings together world-leading discovery biologists and business experts in Canada and the United States who will guide a multidisciplinary team that possesses the capabilities needed to underpin achievement at all stages of the development cycle (from gene discovery through manufacturing and commercialization).



After giving effect the Arrangement and the Private Placement, as well as certain adjustments, including transaction costs.

Trevor Peters, President and Chief Executive Officer of Willow, commented: “We are very excited to be entering our next phase of development. The capital we have raised will augment and accelerate the work we have already started in developing a biosynthesis platform for producing cannabinoids and will fund us to full scale production”.

Private Placement

Pursuant to the Private Placement, Makena issued an aggregate of 828,571,429 Common Shares and Units at a price of $0.035 per Common Share or Unit, as applicable, for aggregate gross proceeds of $29.0 million, representing an upsize of $0.5 million from the previous announcement. Units were issued to subscribers that are members of the New Management Team and New Board, together with certain additional subscribers identified by such persons, and Common Shares were issued to all other subscribers. Each Unit is comprised of one Common Share and one performance-based Common Share purchase warrant (each, a “Performance Warrant“). Subject to the certificates representing the Performance Warrants, each Performance Warrant entitles the holder to purchase one Common Share at a price of $0.035 for a period of five years. The Performance Warrants will vest and become exercisable as to: (i) one-third upon the 20-day volume weighted average trading price of the Common Shares (the “Market Price“) equaling or exceeding $0.0525; (ii) an additional one-third upon the Market Price equaling or exceeding $0.070; and (iii) a final one-third upon the Market Price equaling or exceeding $0.0875. In addition, in the event the Market Price equals or exceeds $0.140, each Performance Warrant will be exercisable for 1.5 Common Shares, provided that, at the time of exercise in respect of the additional 0.5 of a Common Share per Performance Warrant, the Common Shares are: (i) listed on the facilities of a recognized stock exchange (other than the CSE or the TSX Venture Exchange (the “TSXV“)); (ii) acquired for cash; or (iii) acquired for the securities of a company listed on a recognized stock exchange (other than the CSE or the TSXV).

Pursuant to applicable securities laws, all securities issued pursuant to the Private Placement will be subject to a hold period of four months plus one day following the date of issuance of such securities.

The New Management Team intends to use the net proceeds from the Private Placement to fund the pro forma business plan of Willow and for working capital and general corporate purposes.

As a result of the Private Placement, Tuatara became a new “control person” of Willow, as such term is defined by the policies of the CSE.


Pursuant to the Arrangement: (i) each outstanding common share of BioCan was exchanged for 7.301 Common Shares; and (ii) each outstanding common share of Epimeron was exchanged for 577.153 Common Shares, through the issuance of an aggregate of 857,142,858 Common Shares on the basis of a deemed value of $0.035 per Common Share for a total transaction value of $30.0 million.

In connection with the Arrangement, Makena sold all of its mining assets to an arm’s length third party.

Following completion of the transactions, Willow has a total of 1,731,328,462 Common Shares and 543,525,321 Performance Warrants issued and outstanding.

Eight Capital acted as financial advisor in respect of the Arrangement and the Private Placement, including the investment by Tuatara. AltaCorp Capital Inc. and Laurentian Bank Securities Inc. acted as strategic advisors in respect of the Private Placement.

New Management Team and Board of Directors

Willow’s New Management Team and New Board include the following individuals:

Trevor Peters

Director, President and Chief Executive Officer

Dr. Joseph Tucker

Executive Chairman

Dr. Peter Facchini

Chief Scientific Officer

Travis Doupe

Chief Financial Officer

Jerry Ericsson

Vice President, Operations

Dr. Jillian Hagel

Vice President, Applied Science

Dr. Mathias Schuetz

Vice President, Research and Development

Sanjib (Sony) Gill

Corporate Secretary

Dr. Peter Seufer-Wasserthal


Sadiq H. Lalani


Donald Archibald


Dr. Fotis Kalantzis


Al Foreman



SOURCE Makena Resources Inc.


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Oppenheimer & Co. To Host 19th Annual Consumer Growth and E-Commerce Conference

Vlad Poptamas



Reading Time: 2 minutes


Oppenheimer & Co. Inc. (“Oppenheimer”) – a leading investment bank, wealth manager, and a subsidiary of Oppenheimer Holdings (NYSE: OPY) – will host its 19th Annual Consumer Growth and E-Commerce Conference on June 18-19 in Boston, MA. This year’s event features companies from prominent consumer brands such as Autozone, Domino’s Pizza, Express, Home Depot, Lowe’s, Six Flags Theme Parks, Tiffany & Company, Ulta, Walmart, Weight Watchers, and Yum Brands.

Of particular note, Oppenheimer is pleased to host nine of the market-leading companies involved with emerging trends in the Cannabis space this year. The event will also feature seven panel discussions, moderated by Oppenheimer Consumer Research Analysts, addressing emerging and disruptive trends in the consumer marketplace as follows:

  • Evolving Role of Technology in the Consumer Sector with Cooler Screens and Lindsay Goldberg LLC, moderated by Brian Nagel
  • A Discussion with Emerging Restaurant Brands with Aurify and B. Good, moderated by Brian Bittner
  • A Discussion on the Evolving US Food & Beverage Landscape with Lifeway, New Age Beverage, and United Natural Foods, moderated by Rupesh Parikh
  • Next Gen Brands Re-Shaping Landscape for Women’s Fashion with CARAA and Rothy’s, moderated by Brian Nagel
  • Exciting New Brands Shaking Up Home Products Space with Burkelman, LoveSac and Resident/Nectar, moderated by Brian Nagel
  • A Discussion on the Emerging CBD Landscape with Curaleaf and CV Sciences, moderated by Rupesh Parikh
  • Leveraging the Power of Digital to Connect with Consumers with Eight and FlexShopper, moderated by Brian Nagel

The conference features Oppenheimer’s Consumer Senior Research Analysts:

  • Brian Bittner, Managing Director Senior Analyst covering Restaurants
  • Brian Nagel, Managing Director and Senior Analyst covering Retail and E-Commerce
  • Rupesh Parikh, Managing Director and Senior Analyst covering Food, Grocery and Consumer Products
  • Ian Zaffino, Managing Director and Senior Analyst covering event-driven Special Situations

“Long-established business models are being upended by disruptive brands and technology, affecting consumer preferences and buying behaviors throughout the consumer industry. This year’s event aims to showcase the mix of market-leading and emerging companies driving and navigating these changes,” said Erica L. Moffett, Managing Director and Associate Director of Research at Oppenheimer. “From effortless payment methods to accelerated delivery times and customized products, consumers want a seamless experience. In order to succeed, companies must stay current on the evolving consumer and we are pleased to host a conference to explore this new landscape.”

Oppenheimer’s next conference will be the Montauk Emerging Life Sciences Summit, which will be held on June 26-28in Montauk, NY. The 22nd Annual Technology, Internet & Communications Conference will follow on August 6-7 in Boston, MA, followed by the Midwest Corporate Access Day in Chicago on August 15.

Oppenheimer & Co. Inc.
Oppenheimer & Co. Inc. (Oppenheimer), a principal subsidiary of Oppenheimer Holdings Inc. (OPY on the New York Stock Exchange), and its affiliates provide a full range of wealth management, securities brokerage and investment banking services to high-net-worth individuals, families, corporate executives, local governments, businesses and institutions.

SOURCE Oppenheimer & Co. Inc.

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iCAN: Israel-Cannabis CEO and Founder Saul Kaye to Participate at the World Cannabis Congress in Saint John, New Brunswick

Vlad Poptamas



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Reading Time: 1 minute


iCAN: Israel Cannabis Founder and CEO Saul Kaye will participate at the World Cannabis Conference being held in Saint John, New Brunswick, Canada from June 16-18, 2019.

Kaye, a leader in the global cannabis ecosystem will moderate a session entitled, “Innovative Methodologies and Emerging Topics in Global Cannabis Research.”  Panelists are Dr. Suzanne Sisley MD President and Principal Investigator, Scottsdale Research Institute and, Dr. Jerry King, R&D Consultant, CFS.  The session will take place at the Saint John Trade & Convention Centre on June 18.

The World Cannabis Congress (WCC) is an exclusive, invite-only event for international cannabis leaders, influencers and trend setters. The event will have hundreds of attendees from around the world from business, government and medicine.

In addition to his leadership of iCAN: Israel Cannabis, Kaye is an industry advisor to the Medical Cannabis Caucus of the Israeli Parliament, as well as an advisor to the Ministries of Economy and Health in Israel. He is a licensed pharmacist and a successful entrepreneur with both retail and e-commerce experience. Saul has founded multiple companies spanning six countries across the US, EuropeIsrael and Australia.

Canada has truly been a global trailblazer in the cannabis industry.  Canadian cannabis companies and its stock market are influential and forward looking and we in Israel, the R&D capital of cannabis, collaborate with our Canadian friends on many different levels.  I look forward to participating at the WCC as the medicine and business of cannabis develops at breathtaking speed both in Israel and beyond,” said Kaye.


SOURCE iCAN: Israel Cannabis

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Loyalist College to launch Canada’s first Technology Access Centre for natural products and cannabis

Vlad Poptamas



Dr. Kari Kramp, Principal Investigator for Loyalist College's Applied Research Centre for Natural Products and Medical Cannabis. (CNW Group/Loyalist College)
Reading Time: 3 minutes


Loyalist College is the recipient of a $1,750,000 Natural Sciences and Engineering Research Council of Canada (NSERC) College and Community Innovation (CCI) Program grant over five years to launch Canada’s first Technology Access Centre (TAC) for natural products and cannabis. In addition, Loyalist received $1Mthrough the Canada Foundation for Innovation’s (CFI) College-Industry Innovation Fund (CIIF) to add specialized equipment to the TAC.

Loyalist was one of 90 recipients at colleges, cégeps and polytechnics across the country to receive part of the $73M in funding, announced today by the Honourable Kirsty Duncan, Minister of Science and Sport, at Georgian College in Barrie, Ontario. Through the CCI Program and the CIIF, this investment will help post-secondary institutions partner directly with local employers to facilitate commercialization and transform the results of research and development into new technologies to help businesses expand and grow.

The rapid growth of Canada’s cannabis, hops and natural products sectors positions Loyalist’s Applied Research Centre for Natural Products and Medical Cannabis (ARC) as a national innovation hub for small- to medium-sized enterprises. As a TAC, Loyalist will build on the ARC’s 15 years of natural product extraction expertise and analysis-based applied research. In transitioning to a TAC, Loyalist’s ARC will significantly increase the College’s capacity to lead applied research of commercially relevant natural products and cannabis, and to support innovation by enhancing industries’ access to sector-relevant expertise and technology.

The TAC initiative will cultivate an environment for College-industry partnerships to thrive while providing students with unparalleled opportunities for work-integrated learning; investigating extraction, isolation, and formulation; and product development. In partnership with the Quinte Economic Development Commission (QEDC), Loyalist will support the Bay of Quinte’s burgeoning natural products and cannabis sectors to generate regional socioeconomic benefits, and to provide opportunities for a new generation of innovators. Loyalist will also offer companies across Canada a supportive, community-oriented platform from which to enhance their productivity, expand their reach and augment their competitiveness in the global market.


“We are very grateful for NSERC’s continued support and proud to be Canada’s first TAC for natural products and cannabis. Loyalist currently has more than 25 companies interested in applied research, and as our ARC transitions into a TAC, we will be able to meet their requirements while significantly extending our network to help more companies to innovate. Our Biosciences and Cannabis Applied Science students will have the advantage of being involved in ground-breaking research that propels Canada forward as the world leader in cannabis and natural product developments.” – Dr. Ann Marie Vaughan, Loyalist College President & CEO

“It’s great to see this NSERC and CFI funding come through for Loyalist College’s launch of Canada’s first TAC for research in natural products and cannabis. Being able to conduct research in a state-of-the-art facility means that students working in the College’s ARC will be able to build up their expertise in product analysis; which can then be applied directly to commercial development. This is just the beginning of seeing a new series of natural products being designed, assessed, made and delivered from our region.” – Neil R. Ellis, Member of Parliament for Bay of Quinte

“I am so proud to see the innovation that is driving research and economic development in our rural community through Loyalist College’s ARC. Innovation is key to Rural Sustainability and this investment will ensure that we are training the next generation in the latest technological advances. I congratulate them on their NSERC and CFI grant, and wish them all the best of success.” – Mike Bossio, Member of Parliament for Hastings—Lennox and Addington

“The Quinte Economic Development Commission is proud to be a supporting partner with Loyalist College on this important initiative that is aligned with economic development opportunities and priorities in the region. The TAC will support industry research and innovation for companies in key industry sectors as well as helping students develop in-demand skills and experience. Congratulations to the team at Loyalist on launching this important project.” – Chris King, Chief Executive Officer, Quinte Economic Development Commission


SOURCE Loyalist College

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