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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

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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).

Note:

1)

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.

Arrangement

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

Director

Sadiq H. Lalani

Director

Donald Archibald

Director

Dr. Fotis Kalantzis

Director

Al Foreman

Director

 

SOURCE Makena Resources Inc.

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Cannabis

Ryerson’s Chang School of Continuing Education Will Offer Business of Cannabis Course in Brampton This Spring

Vlad Poptamas

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Photo source: ce-online.ryerson.ca
Reading Time: 2 minutes

 

Ryerson University’s Raymond G. Chang School of Continuing Education announced today that it will be offering its course on The Business of Cannabis (CZEN 420) in Brampton. Classes will run from May 8 to July 31 on Wednesdays, from 6:30 p.m.–9:30 p.m.

Offering this cannabis course in Brampton is a natural progression, given that the City of Brampton was one of the first Ontario cities to open a cannabis retail store earlier this month.

“The legalization of recreational cannabis has presented an exciting array of employment and business opportunities throughout the Canadian market,” said Marie Bountrogianni, Dean of The Chang School. “We look forward to bringing the Business of Cannabis to the Brampton community to help adult learners build their capacity to contribute to this dynamic and growing industry.”

Building on Ryerson’s expertise in entrepreneurship education, The Business of Cannabis explores a range of topics including financing for cannabis businesses and the complex regulations pertaining to the cultivation, processing, and distribution, marketing and selling of cannabis. Students learn how to apply entrepreneurship principles such as opportunity identification and evaluation, lean methods and bootstrapping. They will also have the opportunity to create a business plan and get in-person access to key cannabis industry leaders during planned panel discussions.

“Our programming is shaped by a diverse group of advisors who lead the way in the industry. Their expertise in business strategy and development, branding, science, health, as well as law and regulation has allowed Ryerson to offer this one-of-a-kind program. This is extremely important for an area that is complex and continues to change at a breakneck speed,” said Linda Koechli, Program Director, Business.

The Chang School of Continuing Education recognizes the societal need for education and awareness about cannabis in order to support this growing and changing industry. The objective of the course is to give Canadian entrepreneurs a competitive edge in seizing the opportunities available in what has become a billion dollar business in Canada. The course will increase employability for those seeking entry- or intermediate-level functional positions in the cannabis industry.

The Business of Cannabis is just one of many innovative and forward-thinking courses offered by The Chang School in Brampton. The institution has been offering courses on cybersecurity since January 2019. For spring, The Chang School will once again be offering courses in in this timely subject area: Digital Forensics Systems (CKDF 130) and Continuity and Risk Management (CSCI 243) will be available to help meet the demand for skills needed in the field.

Visit this website for more information about The Chang School’s The Business of Cannabis course.

Ryerson University’s G. Raymond Chang School of Continuing Education is Canada’s foremost provider of university-based adult education, facilitating access to the university’s renowned, professionally relevant courses and programs. Our mission is to provide accessible lifelong learning through innovative programming that empowers adults to reach their life and career goals. We offer 81 certificate programs (31 of which can be completed entirely online), 12 part-time degree programs, and 65 course series. Our Experiential Learning Exchange (ELX) offers self-driven instruction that emphasizes hands-on, project-based learning and connects students with experienced industry leaders through coaching, master classes, and professional networking.

SOURCE Ryerson University

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Aphria Secures Cannabis Cultivation License in Germany

Vlad Poptamas

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Photo source: massroots.com
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Aphria Inc. (“Aphria” or the “Company“) (TSX: APHA and NYSE: APHA) today announced that its German subsidiary Aphria Deutschland GmbH (“Aphria Germany“) has secured the previously announced license for the domestic cultivation of medical cannabis from the German Federal Institute for Drugs and Medical Devices (“BfArM“), following the conclusion of a mandatory 10-day standstill period for public contracts. Aphria was granted a cultivation license for four of the nine total lots awarded by BfArM and is awaiting the completion of the tender process for the four remaining lots under review, one of which was provisionally awarded to Aphria Germany.

“Aphria thanks the BfArM for their diligent examination and validation of our approach for domestic cultivation with this license,” said Hendrik Knopp, Managing Director of Aphria Germany. “Construction on our 8,000 square meter indoor cultivation facility is already underway and we anticipate it will be fully operational by Summer 2020. We are pleased to additionally support German patients in the upcoming months with high-quality imported cannabis flower and oils from Denmark and Canada.”

Aphria Germany is building its indoor growing facility in Neumünster and is completing work on a state-of-the-art GMP-certified cannabis vault in Bad Bramstedt for the import of cannabis flowers and oil from Canada and Denmark. Aphria Germany also holds a 25.1% interest in Berlin-based Schöneberg Hospital, which provides access to both doctors and patients for education on the benefits of medical cannabinoids. Earlier this month, the company launched CannRelief, a CBD-based nutraceutical and cosmetics product line for the German market, produced in the EU and distributed by CC Pharma, a subsidiary of Aphria Inc. with access to more than 13,000 pharmacies throughout Germany.

We Have A Good Thing Growing

 

SOURCE Aphria Inc.

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Introducing Lab Effects, The Sleeping Giant Of The Cannabis Terpene Industry

Vlad Poptamas

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Photo source: pinterest.co.uk
Reading Time: 2 minutes

 

Since 2012, Lab Effects, the cannabis industry’s longest running terpene laboratory, has been working behind the scenes engineering products for many of the industries well-known brands. Many of whom have stayed quiet for fear of revealing the secret source behind their award-winning products. Today, for the first time in seven years, the company has stepped out from behind the curtain and announced the launch of its new website http://www.labeffects.com.

“Previously only companies who knew us through word of mouth could access the breadth of our offerings,” said Scott Holden, CEO, and Founder of Lab Effects. “Our new website culminates years of terpene science advancement. Now everyone has access to our terpene blends in a wide variety of formats that satisfy virtually any application a manufacturer could conceive.”

Until recently, product manufacturers were limited in how they could manipulate terpenes. Lab Effects has achieved the ability to render any terpene profile into formats such as water-soluble liquids, powders, and static free high speed flowable and compressible powders. Now, the sky is the limit when it comes to formulations of any kind: food, beverage, pharmaceutical, topical, and much more.

“Lab Effects presents the ability for any manufacturer to achieve a much broader formulation goal that would not have been technically feasible by utilizing terpenes in their natural state,” Holden said. “Lab Effects offers a toolkit for product manufacturers who want to leverage the power of terpenes, which are now being widely recognized as one of the secrets behind the most efficacious cannabis formulations.”

Consider the hops used in making beer. Humulene, a terpene found in hops, influences the flavor and aroma of beer…and that’s just one isolated terpene. Imagine what you can do with hundreds of isolated and blended terpenes. Picture a menu of beers with cannabis profile terpenes: Chocolate Thai Porter, Tangerine Haze Wheat, Durban Poison IPA. You get the flavor, aroma, and effects of each coveted terpene blend (without the THC).

According to Lab Effects, the floodgates have opened for product innovation in the cannabis industry and beyond. Browse their extensive collection of pure terpenes (both cannabis-derived and botanical) at www.labeffects.com.

 

SOURCE Lab Effects

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