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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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Emblem To Disrupt $60 Billion Opiod Market With Cannabis Based Sustained Release Formulation

Emblem Announces Exclusive Agreement with Canntab Therapeutics for Cannabinoid Based Oral Sustained Release Formulation

View Emblem company info and stock price on the directory listing on InvestinMJ.com

PARIS, Ontario, Oct. 03, 2017 (GLOBE NEWSWIRE) -- Emblem Corp. (TSXV:EMC) (EMC.WT) (“Emblem” or the "Company") announced today that it has entered into a Collaboration and Licensing Agreement (the “Agreement”) with Canntab Therapeutics Limited (“Canntab”) of Toronto. Canntab has developed a patent-pending oral sustained release formulation for cannabinoids (the “Sustained Release Product” or the “Product”). Under the Agreement, Emblem and Canntab will collaborate on the preclinical formulation, clinical development, regulatory approval, manufacturing and commercialization of the Sustained Release Product.

The Agreement grants to Emblem the exclusive right in Canada to Canntab’s patents and know-how for the purpose of developing, commercializing, using, selling, and offering the Sustained Release Product for sale under the Emblem brand. The License does not include the right to import or export the Product.

The Sustained Release Product will be manufactured by Emblem or by Canntab, after Canntab receives appropriate licensing allowing such manufacture.

The Agreement calls for Emblem to make payments to Canntab upon achievement of certain milestones involving stability studies, bio-availability studies and regulatory approval of the Sustained Release Product. The Agreement also calls for Emblem to make royalty payments to Canntab based upon Gross Sales of the Product.

Emblem and Canntab also intend to collaborate on the preclinical formulation, clinical development, regulatory approval and commercialization of a range of additional cannabinoid containing pharmaceutical formulations.

Background

There is substantial evidence that cannabinoids are effective for the treatment of a number of conditions including (i) chronic pain (ii) nausea, (iii) anxiety and sleep disorders, and (iv) spasticity in patients with Multiple Sclerosis.

Most conventional (immediate release) dosage forms, such as tablets and capsules, release the active drug component immediately after oral administration. In the formulation of conventional drug products, no deliberate effort is made to modify the drug release rate. Sustained release dosage forms are designed to release the active pharmaceutical ingredient at a predetermined rate in order to maintain a constant drug concentration over a specific period of time – resulting in a longer duration of action from a single dose and often with reduced side effects. Generally this is done to achieve an improved therapeutic outcome and/or to enhance patient compliance. Immediate release dosage forms of cannabinoids tend to lose therapeutic effects in 4 to 6 hours requiring subsequent re-administration and the risk of reduced patient compliance.

The Sustained Release Product is designed to release the cannabinoid content over a period of at least 12 hours. Sustained release formulations of pharmaceutical products are particularly valuable in the treatment of chronic conditions, such as chronic pain, where patients tend to need “around the clock” relief. There is substantial evidence that cannabis is effective for the treatment of numerous conditions including neuropathic pain. Neuropathic pain is estimated to affect over two million Canadians and the pharmaceutical market addressing the needs of those patients was about $500 million in 2016.

John H Stewart – Head of Emblem’s Pharmaceutical Division said: “There are numerous examples of drug products where the utilization of advanced dosage forms such as sustained and/or modified release dosage forms significantly improved the efficacy and clinical utility of the active drug substance. We believe that cannabinoid therapy will be advanced via the development of such dosage forms and the associated pharmacokinetic and clinical research.  Sustained release formulations of pharmaceutical ingredients that are otherwise short-acting (such as cannabinoids) have more convenient dosage schedules, a longer duration of action and tend to be much more accepted by patients and healthcare professionals.   Emblem expects that the introduction of easily titratable, sustained release formulations of cannabinoids will materially increase the market for cannabinoid-based medications, particularly for treatment of conditions such as chronic neuropathic pain.”  

Jeff Renwick, Canntab CEO said:  “We’re excited about the collaboration between us and Emblem.  It is a testament to the medicinal delivery technology developed by our team at Canntab. It also allows us to bring to the Canadian market a significant advancement in Cannabis based medicine. Canntab’s patent-pending extended release formulation for the first time lets doctors establish the appropriate dosage for their patients and will make taking medicinal cannabis easier for patients, which should translate into higher patient compliance, making for more effective treatment. The ongoing relationship with Emblem allows for further development of our unique platforms, advancing our mission to put the “medical” into medicinal cannabis.”

Gordon Fox, CEO of Emblem said: “We are very excited about our relationship with Canntab. We expect the Sustained Release Product to have a major impact on the Canadian medical cannabis market.  We are also looking forward to further collaborations with Canntab to bring other ground-breaking cannabis based advanced dosage forms to the market.”

About Emblem

Emblem is licensed under the Access to Cannabis for Medical Purposes Regulations (the “ACMPR”) to cultivate and sell medical marihuana. Emblem carries out its principal activities producing marihuana from its facilities in Paris, Ontario pursuant to the provisions of the ACMPR and the Controlled Drugs and Substances Act (Canada) and its regulations.

About Canntab

Canntab Therapeutics Limited is a Canadian cannabis oral dosage formulation company based in Markham Ontario, engaged in the research and development of advanced pharmaceutical grade formulations of cannabinoids. Canntab has developed in-house technology to deliver standardized medical cannabis extract from selective strains in a variety of extended/sustained release pharmaceutical dosages for therapeutic use. Simply put, Canntab's mission is to put the "Medical" into medicinal cannabis!

For further information contact:

Ali Mahdavi

Emblem Corp.

(416) 962-3300

alimahdavi@emblemcorp.com

 

Ethan Karayannopoulos

647-748-9696

ethank@emblemcorp.com

   

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This 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.

In particular, this news release contains forward-looking statements relating to, among other things: (i) the arrangement and Agreement with Canntab; (ii) the benefits of the relationship with Canntab; (iii) potential sales of oil and the value thereof; (v) the ability of the Company to produce high quality dried flower; (vi) the intention to grow the business, operations and potential activities of the Company; (vii) the benefits associated with cannabinoids for the treatment of illness and disease; and (viii) receipt of approval from Health Canada to complete such activities.

Management of the Company believes 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. Those material factors and assumptions are based on information currently available to the Company, 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 Emblem believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While Emblem is not aware of any misstatement regarding any industry or government data presented herein, the medical marijuana 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 Company, which may cause the Company's 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 the Company's filing statement dated November 30, 2016 and in the Company's short form prospectus dated March 16, 2017 both of 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 Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about Emblem's prospective results of operations,  sales, revenues, funds flow, and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this document and was provided for the purpose of providing further information about the Company's future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.

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