Emblem Corp. (TSXV: EMC, OTCBB:EMMBF) (“Emblem”) and GreenSpace
Brands (TSXV:JTR) (“GreenSpace”) are pleased to announce a
strategic partnership to develop and commercialize cannabidiol
(“CBD”) infused health and beauty products for the expected
adult-use cannabis market. This groundbreaking partnership unites a
highly-regarded consumer packaged goods (“CPG”) company with one of
Canada’s most trusted licensed producers of medical cannabis.
The partnership will leverage GreenSpace’s
expertise in consumer brand development and distribution to launch
products infused with Emblem’s CBD extracts across a number of
verticals including beauty, health and wellness, supplements, food
and beverage. Each approved product will indicate it is “Powered by
Emblem” to signify Emblem’s involvement. Expansion into edibles and
consumables using cannabis CBD extracts will move forward when
these additional products are permitted under applicable
regulations, expected in 2019. Any CBD products will be produced
and marketed in accordance with applicable Canadian laws and
regulations.
“Emblem’s partnership with GreenSpace Brands is
an industry first and represents an incredible opportunity to
capitalize on the growing CBD market in Canada,” said Nick Dean,
CEO, Emblem Corp. “Through this partnership, we combine
GreenSpace’s product innovation and brand building leadership with
Emblem’s high-quality cannabis products, licensed manufacturing
facility and established distribution channels. Together we aspire
to become a market leader in delivering high-quality CBD health and
beauty products to Canadians.”
CBD-infused products are a growing consumer
trend gaining substantial media attention. CBD is one of the most
common cannabinoids in cannabis or hemp that is known for a variety
of medicinal qualities without the psychoactive “high” that can be
associated with tetrahydrocannabinol (THC). CBD-infused products
are part of the large supplements market which reached US$41.4B in
the United States in 2016. According to a 2017 report from the
Brightfield Group, the hemp-derived CBD market will grow nearly
10-fold to US$1.6 billion between 2016 and 2021.
“Product innovation and strong distribution are
core pillars for both GreenSpace and Emblem, making this a perfect
partnership for applying GreenSpace’s successful model to the
cannabis space,” said Matthew von Teichman, President and CEO,
GreenSpace Brands. “This partnership allows us to enter the Health
and Beauty category through CBD focused products, which we strongly
believe will be a massive category for a long time to come.”
Terms of the partnershipUnder the terms of the
agreement, GreenSpace will commit to a five-year exclusive CBD
supply agreement with Emblem. In addition, Emblem will make a $2
million investment in GreenSpace consisting of $1 million in common
shares at a 20-day volume weighted average price of $0.98 per
share and $1 million in unsecured convertible debentures to fund
the start-up of GreenSpace’s CBD business. The debentures will
mature five (5) years from the closing date and will automatically
convert into common shares upon the satisfaction of certain
conditions (each, a "Milestone") at a conversion price equal to the
lesser of: (i) $1.05; and (ii) the twenty (20) day volume-weighted
average price of the common shares on the TSX Venture Exchange (the
"Exchange") on the date the applicable Milestone is achieved,
provided that the conversion price shall not be less than $0.94 and
that the automatic conversion will be deferred if the market price
is less than $0.75 at the time the Milestone is met. Emblem will
earn a 4% royalty on all hemp-based CBD product sales and a 7%
royalty on all cannabis-based CBD product sales.
In addition to the Emblem investment, GreenSpace
has also received a $1 million strategic equity investment from a
key supplier who will assist with maximizing commodity purchasing.
The investment will be used for general working capital
purposes.
The transactions contemplated herein are subject
to a number of customary closing conditions, including, but not
limited to, Exchange approval.
About GreenSpaceGreenSpace is a
Canadian-based brand ideation team that develops, markets and sells
premium natural food products to consumers across North America.
GreenSpace owns Rolling Meadow Dairy, Canada's first grass fed
dairy business, Life Choices, convenience meat products made with
grass fed and pasture raised meats without the use of added
hormones and antibiotics, Love Child, a producer of 100% organic
food for infants and toddlers made with the purest, natural and
most nutritionally-rich ingredients, Central Roast, a clean
snacking brand featuring a wide assortment of nut and seed mixes,
Kiju, the Canadian market leader in the shelf stable organic juice
segment, Cedar, the leaders in the Canadian Cold Press Juice
category and the most recently acquired brand, Go Veggie, one of
the leaders in the US plant based dairy market. All brands are
wholly owned and retail in a variety of natural and mass retail
grocery locations across Canada.
About EmblemEmblem, through its
wholly-owned subsidiary Emblem Cannabis Corporation, is a fully
integrated licensed producer and distributor of medical cannabis
and cannabis derivatives in Canada under the Access to
Cannabis for Medical Purposes Regulations (ACMPR). Emblem’s
state-of-the-art indoor cannabis facility and research and
development laboratory is located in Paris, Ontario. Led by an
experienced management team of healthcare executives, accomplished
marketing professionals, and cannabis experts, Emblem is focused on
driving shareholder value through product innovation, brand
relevance, and access to patient and consumer channels. Emblem is
also the parent company of GrowWise Health Limited, one of Canada’s
leading cannabis education services. Emblem trades under the ticker
symbol EMC on the TSX Venture Exchange.
For further information contact:
Emblem: |
GreenSpace: |
Ethan
Karayannopoulos Investor Relations Emblem Corp.
647.748.9696 ethank@emblemcorp.com |
Greg
GuyattChief Financial OfficerGreenSpace Brands Inc.416.934.5034 ext
201greg@greenspacebrands.com |
Alex
Stojanovic Chief Financial Officer Emblem Corp. 416.923.1331
alexs@emblemcorp.com |
Matthew von
TeichmanPresident & Chief Executive OfficerGreenSpace Brands
Inc.416.934.5034 ext 200 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATIONThis news release contains certain forward-looking
statements and forward-looking information (collectively referred
to herein as "forward-looking statements") within the meaning of
applicable Canadian securities laws. All statements other than
statements of present or historical fact are forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "anticipate", "achieve",
"could", "believe", "plan", "intend", "objective", "continuous",
"ongoing", "estimate", "outlook", "expect", "may", "will",
"project", "should" or similar words, including negatives thereof,
suggesting future outcomes. Management of the Emblem and GreenSpace
(collectively, the “Companies”) believe the expectations reflected
in such forward-looking statements are reasonable as of the date
hereof but no assurance can be given that these expectations will
prove to be correct and such forward-looking statements should not
be unduly relied upon. Various material factors and assumptions are
typically applied in drawing conclusions or making the forecasts or
projections set out in forward-looking statements. . The
forward-looking statements in this release are based on certain
assumptions and involve known and unknown risks and uncertainties
and other factors that could cause actual events to differ
materially from current assumptions and expectations, including,
but not limited to, that: the conditions to the completion of the
investments and supply agreement contemplated herein will be
satisfied, the investments and supply agreement contemplated herein
will be completed on the terms substantially described in this
release, that applicable regulatory, exchange and third party
approvals will for the transactions described herein will be
obtained, that the CBD adult-use market will open in the time frame
and in the manner contemplated herein, and that customers will
respond positively to the Companies' new product lines. Those
material factors and assumptions are based on information currently
available to the Companies, including data from publicly available
governmental sources as well as from market research and industry
analysis and on assumptions based on data and knowledge of this
industry which the Companies believe to be reasonable. However,
although generally indicative of relative market positions, market
shares and performance characteristics, such data is inherently
imprecise. While the Companies are not aware of any misstatement
regarding any industry or government data presented herein, the
anticipated recreational cannabis industry involves risks and
uncertainties and is subject to change based on various
factors.
Forward-looking statements are not a guarantee
of future performance and are subject to and involve a number of
known and unknown risks and uncertainties, many of which are beyond
the control of the Companies, which may cause actual performance
and results to differ materially from any projections of future
performance or results expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not
limited to, the risks identified in both Emblem’s December 31, 2017
Management's Discussion and Analysis, and GreenSpace’s March 31,
2018 Management’s Discussion and Analysis, which have been filed
with the Canadian Securities Administrators and available on
www.sedar.com. Any forward-looking statements are made as of the
date hereof and, except as required by law, the Companies assume no
obligation to publicly update or revise such statements to reflect
new information, subsequent or otherwise.
Neither the Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
Exchange) accepts responsibility for the adequacy or accuracy of
this Press release.
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