TORONTO, July 10, 2018 (GLOBE NEWSWIRE) -- Pure Global Cannabis Inc. (the “ Company ” or “ Pure Global ”) (formerly Royal Sapphire Corp. (“ RS ”) is pleased to announce the completion of its previously announced amalgamation and reverse takeover transaction (the “ Transaction ”) with PureSinse Inc. (“ PureSinse ”).
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, Ontario. PureSinse’s initial site is an 18,000-square-foot facility, with a fully-funded 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 (the “ Resulting Issuer Shares ”) will commence on the TSX Venture Exchange (the “ TSXV ”) 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 two-for-one 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 (the “ PureSinse Shares ”) held by them (the “ Exchange Ratio ”); 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 (the “ 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 27,900,000 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.
Malay 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 TSXV 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 M&A (merger and acquisition) transactions with pharmaceutical and biotechnology companies, relating to cancer, wound care and HIV 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 (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 Inc. (previously Bioniche Life Sciences Inc.) 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 Tétrault 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 B.Sc. Honors in Molecular Genetics, with first-class standing, and his LL.B., 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 U.S.-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 twelve 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 TSXV. 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 (the “ Filing Statement ”) which was prepared in accordance with the requirements of the TSXV and filed under Pure Global’s issuer profile on SEDAR at www.sedar.com .
Investor Relations
The Company has entered into an investor relations agreement (the “ IR 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, #110-283, Georgetown, Texas, USA. The IR Agreement is for an initial term of one year at an aggregate cost of US$300,000 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 $0.33 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.
For more information and to register to Pure Global’s mailing list, please visit www.pureglobal.com . Follow @pureglobalcanna on Twitter and Facebook and @pureglobalcannabis on Instagram .
Further Information
For further information regarding Pure Global or the Transaction, please contact:
Pure Global Cannabis Inc. Telephone: (647) 957-2266 E-mail: info@pureglobal.com
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including, but not limited to, statements about Pure Global’s future plans and intentions, and the listing of the Resulting Issuer Shares on the TSXV. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Pure Global cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Pure Global assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
