Marapharm Ventures Inc. (CSE: MDM) (OTCQX: MRPHF) (FSE: 2M0) (“Marapharm” or the “Company”) is very pleased to announce that it has entered into a Letter of Intent dated June 21, 2018 (the “LOI”) with Full Spectrum Medicinal Inc. (“FSM”) regarding a proposed transaction to acquire all of the issued and outstanding securities of FSM (the “Transaction”). The Company will have until September 30, 2018, to conduct due diligence on FSM, with a view to negotiating the terms of a definitive agreement (the “Definitive Agreement”) in order to complete the transaction.
About Full Spectrum Medicinal Inc.
FSM is a privately-owned company formed under the laws of British Columbia. The intent would be for Marapharm to merge the FSM application with its late stage Health Canada application to become a Licensed Producer. The goal would be to become one of the best organic cannabis Licensed Producers specializing in premium flower on a commercial scale. This would set a new standard for quality, cost of production and profit.
The business plan would be to rapidly expand with the development of standardized engineered bio-secure facilities. These are optimum-sized, state-of-the-art and scalable buildings. The efficient design reduces energy and subsequently the cost of cultivation. This allows for indoor grown quality cannabis at close to sun-grown crop costs. The first rapid assembly building is scheduled for delivery to the approved site, close to Salmon Arm, British Columbia.
Unlike, Canada’s existing 84 Licenced Producers, Management’s “organic” focus and strategic model would be to build long-term value by increasing the portfolio and penetrating the legal cannabis space with flower, oils and edibles in a fast-growing market.
On June 20, 2018, Prime Minister Justin Trudeau announced that October 17, 2018, will be the date that marijuana will be legal across Canada.
“This historic vote ends 90 years of prohibition of cannabis in this country, 90 years of needless criminalization, 90 years of a just-say-no approach to drugs that hasn’t worked,” said independent Senator Tony Dean, who sponsored the bill in the upper house.
In preparation for the federal government’s legalization of non-medical cannabis in October 2018, British Columbia has made a number of decisions about what our provincial regulatory framework will look like.
The Proposed Transaction
Subject to the execution of a Definitive Agreement, the Company shall, upon closing, issue common shares of the Company to the shareholders of FSM (the “Company Payment Shares”), on a pro-rata basis based on an agreed upon ratio in exchange for 100% ownership of all of the issued and outstanding securities of FSM. All currently outstanding convertible securities of FSM, including share purchase warrants will, subject to the rules of the Canadian Securities Exchange (the “Exchange”), be exchanged for convertible securities of the Company based on an agreed upon ratio.
The parties will hire an independent qualified valuator to complete a valuation of the assets to assist in determining the ratio to be used in the transaction.
Subject to applicable laws and the policies of the Exchange, upon closing of the transaction, the parties agree that a success fee of common shares or cash, in an amount to be agreed upon by the parties, shall be payable to finders for facilitating the introduction of the parties and assisting with negotiating and closing of the transaction.
The Transaction is conditional upon, among other things:
- i. the parties will have received all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the transaction, including, but without limitation, acceptance of the Exchange;
- ii. completion of due diligence to the satisfaction of the parties;
- iii. approval of the board of directors of each of Marapharm and FSM to final terms and conditions of the Transaction as set forth in the Definitive Agreement and all other necessary matters related thereto prior to the signing of the Definitive Agreement;
- iv. the signing of the Definitive Agreement;
- v. completion of all matters, and the satisfaction of all conditions (unless waived in writing), under the Definitive Agreement required to be completed or satisfied on or before closing of the Transaction.
The Company intends to continue to develop and operate its existing businesses.
Further details regarding the proposed Transaction and the combined entity will be provided in a comprehensive press release if and when the parties enter into a Definitive Agreement. If completed, the Transaction will constitute either a “Significant Transaction” or a “Fundamental Change” pursuant to CSE policies.
The Definitive Agreement will incorporate the principal terms of the Transaction described herein, and in addition, such other terms and provisions of a more detailed structure and nature as the parties may agree upon after receiving further tax, legal and financial advice from their respective advisers. However, there is no assurance that the Definitive Agreement will be successfully negotiated or entered into.
“This is a pivotal time in Canadian history with the legalization of cannabis. This Company was founded on the conviction that this day would come. Our journey began in Canada in 2014, subsequently we were engaged in the legalization of cannabis in Nevada in July 2017, California in January 2018, and have played a supporting role in Washington since 2016. It is fitting that this potential partnership brings us back to our roots”. Linda Sampson, CEO
ABOUT MARAPHARM VENTURES INC.
Marapharm is a publicly traded company investing in the medical and recreational cannabis space, since 2014. Marapharm has rapidly expanded to include having cultivation, production and dispensary locations in the key North American states of Washington, Nevada, and California, and are seeking expansion opportunities worldwide.
Marapharm trades in Canada, ticker symbol MDM on the CSE, in the United States, ticker symbol MRPHF on the OTCQX, and in Europe, ticker symbol 2M0 on the FSE. Marapharm also trades on other recognized platforms in Europe including Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin.
Neither the CSE, the FSE nor the OTCQX® has approved nor disapproved the contents of this press release. Neither the CSE, the FSE nor the OTCQX® accepts responsibility for the adequacy or accuracy of this release.
MARIJUANA INDUSTRY INVOLVEMENT:
Canadian listings (CSE) will remain in good standing as long as they provide the disclosure that is rightly required by regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate.
Marapharm owns marijuana licenses in California and Nevada. Marijuana is legal in each state however marijuana remains illegal under US federal law and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that adverse enforcement actions could affect their investments and that Marapharm’s ability to access private and public capital could be affected and or could not be available to support continuing operations. Marapharm’s business is conducted in a manner consistent with state law and is in compliance with licensing requirements.
Copies of licenses are posted on Marapharm’s website. Marapharm has internal compliance procedures in place and has compliance focused attorneys engaged in jurisdictions to monitor changes in laws for compliance with US federal and state law on an ongoing basis. These law firms inform any necessary changes to our policies and procedures for compliance in Canada and the US.
FORWARD – LOOKING STATEMENTS:
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and, if applicable, pursuant to the requirements of the CSE, shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Trading in the securities of the Company should be considered highly speculative.
All information in this news release concerning FSM has been provided for inclusion herein by FSM. Although the Company has no knowledge that would indicate that any information contained herein concerning FSM is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.
Statements about the execution of a Definitive Agreement, closing of the Transaction, expected terms of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, the ownership of the Company, the requirement to obtain shareholder approval, if applicable, the terms of, and the parties’ ability to satisfy any and all other closing conditions, and receive necessary regulatory and Exchange approvals in connection therewith, are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements. Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
There can be no assurance that the proposed Transaction will be completed or, if completed, will be successful.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.