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BMO first major bank to lead marijuana equity financing with Canopy Growth Corp

Editors Notes: This is exciting news to see a major bank in Canada finally participate in the Cannabis industry and start financing larger cannabis licensed producers, the fact that Canopy has a $7 Billion dollar market cap and now big banks are investing in the space gives credibility to the Canadian cannabis sector.

Original Article:

Bank of Montreal became the first major Canadian bank to lead an equity financing for a public company in the medical marijuana sector, underwriting a $175-million stock sale for Canopy Growth Corp.

The bank's capital-markets arm and GMP Capital Inc. will be the co-lead underwriters on the bought deal financing, which was announced after the markets closed Wednesday. The deal was done at a price of $34.60 per share, or 8 percent below the company's closing share price on Wednesday.

Pot stocks have whipsawed in recent weeks, climbing sharply at the start of 2018 before selling off amid concerns about regulatory changes in the United States. Canopy, the largest Canadian public company in the cannabis sector with a market capitalization of $7.2-billion, has seen its shares climb 26 percent since the start of the year – yet they have fallen more than 10 percent since Jan. 9.

Canada's big banks have been hesitant to get involved in a visible way in the burgeoning marijuana sector because they have significant operations in the United States, where there is considerable conflict and uncertainty surrounding marijuana laws. The drug is legal in many U.S. states, at least for medical use, and on Jan. 1 California became the largest state to legalize it for recreational use for adults. Yet it is still illegal under U.S. federal law.

Since Canopy is one of the Canadian-headquartered cannabis companies that has no operations in the United States, it is considered a safer one for banks to do business with.

BMO was "very grueling about the fact that they are not looking to work with companies that break American law," said Bruce Linton, chief executive officer at Canopy.

Canopy's size and inclusion in the S&P/TSX composite index also means that it has a broader following among institutional investors.

"I think this signals a new normal," Mr. Linton added, referring to BMO entering the sector. "What I think is going to happen is the institutional buyers who've said we don't really do this because banks don't do this are going to say 'shoot, we really should do this.'"

Canopy is raising funds at a particularly tumultuous moment for the industry.

Days ago, U.S. Attorney-General Jeff Sessions revoked Obama-era guidelines, referred to as the Cole Memo, that limited how federal prosecutors could investigate and prosecute state-licensed marijuana production and distribution.

At the same time, the Canadian Securities Administrators (CSA) has said it is rethinking existing rules that allow marijuana firms with U.S. operations to go public on the stock market and raise money in Canada, as long as they disclose the legal risks they face south of the border.

Bank of Montreal has a relatively new CEO -- 46-year-old Darryl White took the top job last November -- who is a former investment banker. The bank has an extensive retail network in the U.S., along with significant U.S. capital markets operations. However, this deal doesn't indicate that the bank would be willing to support deals with cross-border cannabis companies.

Executives at Canada's other bank-owned investment dealers are expected to re-visit their policies on taking part in cannabis financings in the wake of BMO's participation in the Canopy Growth offering. An executive at a rival bank said late Wednesday: "We are reviewing our interpretation of the rules as we speak, and I imagine every other bank is doing the same."

The deal comes amid a hot market for financings related to marijuana stocks. Already, the amount raised in equity deals since the start of 2018 is closing in on $700-million in Canada. Until now, deals have largely been led by independent investment dealers such as GMP Capital Inc., Canaccord Genuity Group Inc. and Eight Capital, with the capital-markets arms of the Big Six banks on the sidelines.

Blog Repost: View Original Article

 

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The Green Organic Dutchman Holdings Ltd. Increases Financing to $36,000,000 to Accommodate Retail Demand

The Green Organic Dutchman Holdings Ltd. Increases Financing to $36,000,000 to Accommodate Retail Demand - October 31, 2017

Further to the press release dated October 5th, 2017, The Green Organic Dutchman Holdings Ltd. (the “Company” or “TGOD”) is pleased to announce a further increase to its non-brokered offering (the “Offering”) of 3,636,050 units (“Units”) at the price of $1.65 per Unit, for total aggregate gross cash proceeds of $36,000,112 from both the Offering and the concurrent brokered offering.

The Company will provide investors with an offering memorandum (the “OM”), which will allow non-accredited investors across Canada and international jurisdictions to participate in the Offering.

“From day one we have implemented an inclusive ‘retail first’ approach at TGOD, and this financing is a continuation of that effort. This OM allows non-accredited retail investors the unique opportunity to become shareholders of our Company before our Initial Public Offering,” stated Danny Brody, Vice President of Investor Relations.

The terms of the Offering remain unchanged, with each Unit consisting of one common share of the Company (a "Common Share") and one-half common share purchase warrant of the Company (a "Warrant"). Each whole Warrant is exercisable into one Common Share (the "Warrant Share") at the exercise price of $3.00 per Warrant Share and has an expiry date that is the earlier of (a) 36 months from the date the Common Shares commence trading on a recognized stock exchange (the "Listing Date"), and (b) February 28, 2021. The Company will make all reasonable efforts to ensure the Warrants are listed on the same exchange on which the Common Shares are listed.

The Company intends to use the net proceeds of the Offering to advance the Company’s cannabis facilities in Ontario and Quebec and for general working capital purposes.

Investors looking to learn more about TGOD may visit the Company’s Investor Centre at https://tgod.ca/investor-centre/ or contact the Company at invest@tgod.ca, and patients may now register for the Company’s beta patient program at https://tgod.ca/patients/

Best Regards,

The Green Organic Dutchman Team

T: 1 (905) 304-4201

E: invest@tgod.ca

 

Admin Notes: Visit The Green Organic Dutchman Holdings Ltd Company Directory Listing on Invest In MJ.

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Constellation Brands Inc (Corona Beer) to invest nearly $200 million in Canadian marijuana grower, with plans of cannabis-infused drinks.

The U.S. distributor of Corona beer is chasing a new type of buzz.

Constellation Brands Inc. (STZ)  has agreed to take a 9.9% stake in Canopy Growth Corp. WEED , a Canadian marijuana company, and plans to work with the grower to develop and market cannabis-infused beverages.

Canopy Growth is the world’s largest publicly traded cannabis company, with a market valuation of 2.2 billion Canadian dollars on the Toronto Stock Exchange. The C$245 million (US$191 million) deal gives Constellation a toehold in an industry that the brewer expects to be legalized nationwide in the U.S. in the coming years.

“We think that it’s highly likely, given what’s happened at the state level,” Rob Sands, chief executive of the Victor, N.Y.-based beer, wine and spirits company, said in an interview. “We’re obviously trying to get first-mover advantage.”

Constellation—flush with cash after posting a 13% increase in beer sales in its latest quarter—is interested in developing drinkable cannabis products that don’t contain alcohol, he said. Products currently on the market in U.S. states where they are legal include buzz-inducing sodas, coffees and fruit elixirs.

A worker trims medical marijuana plants at a facility in Canada, where recreational use is expected to soon be legalized.

Constellation doesn’t plan to sell such a product in the U.S. before marijuana is legalized there nationwide, Mr. Sands said, but could sell it in Canada, where edible and drinkable cannabis products are expected to be legalized by 2019, or other countries where recreational marijuana is permitted.

Independent research firm Euromonitor International estimates that the legal marijuana market in 2018 will be US$7.5 billion in Canada and $10.2 billion in the U.S.

U.S. beer-industry executives have been debating whether legalized marijuana could cannibalize sales of beer, even as other consumers migrate from beer to wine and spirits. Some brewers have experimented with cannabis-infused beers, not containing THC but instead a marijuana flavor.

“Wine and spirits are not sitting still, and marijuana is being legalized in many states,” Heineken USA Chief Executive Ronald den Elzen said at a beer wholesalers conference earlier this month. “We have to act now, and we have to do it together.”

Mr. Sands said he doesn’t see pot as a threat to booze. But if a consumer is going to choose a can of beer, a glass of wine, a shot of liquor or a weed-laced elixir, he wants to be able to offer all four, he said.

An employee with medicinal marijuana plants at Canopy Growth in Smith Falls, Ontario.

“Could it be a threat? Yes, I guess it could be,” he said. “We’re not going to stand around twiddling our thumbs.”

Medical use of marijuana has been legal in Canada since 2001. The country is expected to legalize recreational use, not including edibles, by July 2018, with edible and drinkable products expected to become legal the following year. In the U.S., eight states plus the District of Columbia have legalized marijuana, and more than 20 states have legalized it for medical purposes.

Constellation doesn’t plan to lobby for or against marijuana legalization in the U.S., Mr. Sands said.

Canopy Growth, based in Smiths Falls, Ontario, is ramping up capacity ahead of next summer’s legalization in Canada and said it would use the new capital to expand its production and storage facilities throughout the country.

The deal, expected to close by early November, gives Constellation board-observer status and the option to increase its stake to just under 20%. Canopy Growth CEO Bruce Linton said Constellation’s expertise in alcohol distribution would be helpful for the cannabis company as it determines how to distribute and package recreational cannabis. Canada’s provincial regulators are still considering how to handle the selling of marijuana, he said.

Mr. Linton said he hoped the deal could be the turning point for the nascent industry, signaling to institutional investors “that a cannabis company that fully complies within legal jurisdictions would be the right place to invest."

There are 69 publicly traded cannabis companies listed on Canada’s three main stock markets, representing about C$8 billion in market capitalization. The bulk of the trades in Canada are conducted by retail investors.

Authored By: The Wall Street Journal

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TSX, TSX-V and CSA Clarify Their Positions on Listed Entities with Ties to U.S. Marijuana Market

Canadian Securities Exchange and OTC Markets Group Announce Strategic Alliance to Attract Foreign Issuers to North America

By Sherri Altshuler and Tyler Brent* from Aird Berlis

The Canadian Securities Exchange (“CSE”) and OTC Markets Group recently announced a strategic alliance to offer a new program for issuers looking to go-public in Canada and have cost-effective access to North American investors. Both the CSE and OTC Markets Group hope to utilize the strategic alliance to introduce foreign companies to the North American capital markets.

The alliance pairs the benefits of public company status in Canada with OTC Markets Group’s secondary market network across the United States. Under the alliance, foreign companies would raise capital through an IPO on the CSE and then broaden their reach to U.S. investors through OTC Markets Group’s dealer network. Securities would then be traded on both the CSE and over-the-counter in the United States, allowing for increased liquidity and access to funding.

Both the CSE and OTC Markets Group have publicly announced their excitement over the alliance, and hope to introduce new and compelling investment opportunities to the North American marketplace. “As a result of our relationship with OTC Markets Group, we expect to offer the most efficient access to North America’s public capital markets for foreign issuers,” said Richard Carleton, Chief Executive Officer of the CSE. “At the same time, with our partners at OTC Markets Group, we will present a series of new and interesting investment opportunities to investors in Canada and the United States.”

We expect the alliance between the CSE and OTC Markets Group will provide companies in the cannabis sector with better access to U.S. investors. As of June 30, 2017, one third of companies listed on the CSE were also quoted on one of the OTC Markets, with the bulk of companies quoted on the OTC Pink (65 companies) or the OTCQB (37 companies).

See related blog post: TSX May delist Canadian Companies With US Cannabis Exposure. 

TSX, TSX-V and CSA Clarify Their Positions on Listed Entities with Ties to U.S. Marijuana Market

By Richard Kimel, Daniel Everall and Tyler Brent*

On October 16, 2017, the Toronto Stock Exchange (“TSX”), the TSX Venture Exchange (together with the TSX, the “Exchanges”) and the Canadian Securities Administrators (the “CSA”) released separate guidance clarifying their positions on the regulation of entities with ties to the U.S. marijuana market.

The Exchanges released identical notices confirming that listed entities are not permitted to engage in the U.S. marijuana market. The Exchanges have always required applicants and listed entities to comply with all laws, rules and regulations applicable to their businesses. The Exchanges’ bulletins reminded that, despite the “Cole Memorandum,” marijuana remains a Schedule I drug, prohibited by the U.S. federal Controlled Substances Act. Therefore, entities that cultivate, distribute or possess marijuana in the U.S. (“Subject Entities”) are considered by the Exchanges to be engaging in illegal activity in contravention of the Exchanges’ policies. Further, the Exchanges suggested that financial transactions involving U.S. marijuana businesses may contravene U.S. money laundering rules. Non-compliance with the Exchanges’ requirements could lead to a delisting. Those following the space should not be surprised with this news, given that it is simply a formalization of the Exchanges’ recent informal positions.

The Exchanges also warned that entities that own Subject Entities either directly, indirectly or in substance are considered to be engaged in the business of U.S. marijuana, and therefore at risk of delisting. Similarly, entities that target Subject Entities with their products or services, or have commercial arrangements with such entities, may also be considered to be in breach of the listing requirements.

The Exchanges announced that they expect to complete reviews of all of their listed entities by the end of the year. The Exchanges expect listed entities to take steps to ensure they are in compliance with their rules, meaning that some companies may need to divest certain U.S. interests or transfer their listing to other exchanges.

The Exchanges’ approach comes in contrast to the CSA requirements, which were clarified by Staff Notice 51-352 (the “Staff Notice”). The CSA considers securities regulation to be primarily disclosure-based. Accordingly, the Staff Notice focused on disclosure requirements for listed entities, which require each entity’s disclosure fairly presents all material facts and risks. The Staff Notice emphasized that the CSA’s disclosure-based approach is premised on the entity complying with U.S. laws at the state level.

The CSA recognized that there is uncertainty associated with operating in the U.S. marijuana industry because the federal government’s policy towards non-enforcement of the federal prohibition (i.e. the “Cole Memorandum”) could change at any time. However, the CSA considered this to be largely a business risk, and barring public interest concerns, not a securities law violation provided adequate disclosure is made to investors. Specific disclosure recommendations were included in the Staff Notice as replicated here in Table 1.

CSA_Disclsure

 Cannabis companies applying to be or already listed on the Canadian Securities Exchange (“CSE”) will be relieved by the Staff Notice, as it largely accords with the CSE’s existing position. Consequently, companies with ties to U.S. marijuana can still list publicly in Canada and comply with our securities laws, but should consider friendlier alternatives to the TSX/TSX-V, such as the CSE.

*Tyler Brent is a 2017/2018 articling student at the firm. 

Aird Berlis is a law firm specializing in the cannabis industry.

 

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TSX May delist Canadian Companies With US Cannabis Exposure.

Yesterday the Marijuana stocks listed on the Toronto Stock Exchange sold off as a result of a bulletin issued by the TMX.   The announcement affected Canadian companies listed on the TSX and was in regards to their “Business Activities Related to Marijuana in the United States.”  TSX provided some clarity of its policy, suggesting that “Issuers with ongoing business activities that violate U.S. federal law regarding marijuana are not complying with the Requirements.” 

Any company with direct or indirect ownership of direct cannabis companies, arrangements with them, providing goods or services to them and any sort of commercial interests is contrary to its policy according to the TSX.

They will take the remainder of the year and review the listed companies that are engaged in direct or ancillary services:

The Exchange notes that if a listed issuer is engaging in activities that are contrary to the Requirements, the Exchange has the discretion to initiate a delisting review under Policy 2.9 of the Manual.

The good thing is that while the selloff in Canadian LPs should be short lived as most LPs have not pursued U.S operations, with the exception of Aphria (TSX: APH) (OTC: APHQF).  They have investments in Arizona (Copperstate Farms) and in Florida, through ownership of and licensing to Liberty Health Sciences (CSE: LHS) (OTC: LHSIF), which is also vying for licenses in Ohio. 

With the exception of a handful of other companies listed on the TSX or TSX Venture most Canadian companies with cannabis business in the United States are listed on the Canadian Securities Exchange (CSE), which has no similar issue.  Any company listed on the TSX could move to the CSE or adopt the OTC in the U.S. as its primary exchange.  

 

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