Trading as "PURE" will commence on the TSXV on
Wednesday, July 11, 2018
TSXV: PURE.V
TORONTO, July 10, 2018 /CNW/ - Pure Global Cannabis Inc.
(TSXV: PURE.V) (the "Company" or "Pure Global")
(formerly Royal Sapphire Corp. (TSXV: RSL) ("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.) (NASDAQ:TLGT), 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 (TSX:MDNA) 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. (TSXV:BLM) and Avalon
Advanced Materials (TSX:AML). 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.
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.
SOURCE Pure Global Cannabis Inc.