Invest in MJ Blog

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.

 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.

 

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.  

 

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.

What Can Canadian Companies Expect if They Have Marijuana Stock Interest in the United States

Canadian companies who are on the forefront of the country’s medical and soon-to-be recreational marijuana business have some of the fastest growing stock interests in their home country. As well it should be – Canadian Prime Minister Trudeau and the Canadian government last year announced plans to legalize cannabis for recreational use nationwide come July of 2018. 

However, some of these companies are publicly traded on the Canadian Stock Exchange (CSE). The Toronto Stock Exchange (TSX), has largely shied away from listing companies that have interests in the United States, however it does possess all Canadian equity trades via its clearing house the Canadian Deposit for Securities. 

This means that companies needing to raise money have raced to CSE to do so. Often these funds are being raised to fund U.S. opportunities. These companies are allowed to list on CSE so long as there is adequate disclosure. However, in the case that TMX decides to stop clearing trades, a viable alternative is necessary. And it’s one that CSE executive Richard Carlton is actively seeking. 

It’s Still Challenging for the US Funding and Investing for Marijuana Industry

In comparison to the United States, where funding and investing a marijuana company even in legalized states remains difficult, money is flooding into Canadian-listed stocks. However, a decision to take a tougher line on Canadian capital markets could spell disaster for the possible expansion of Canadian companies looking to invest in U.S. states where marijuana is legal. 

Indeed, many of the companies that investors have fallen in love with are currently increasing their footprint in the United States. If they do not already have interest in the United States, they are planning to do expand. However, there’s a catch. These companies are mandated by TMX to remain in compliance with all relevant laws and regulations in the jurisdictions where they operate. 

Why Aphria Should be Concerned? 

Aphria, one of Canada’s rising investment stars, has reason to be concerned. As part of its investment strategy, it is planning on making a $25 million investment in Florida, where medical marijuana is legal, yet it remains illegal recreationally. In fact, 10 new companies that are cultivating marijuana in preparation for next year’s impending legalization. The entire industry has eyes on a possible large market: The United States. Where marijuana is still federally illegal, putting the stock exchange in a precarious position when it comes to listing marijuana companies that have interests in the United States. 

While TMX is currently allowing Aphria to remain listed, even with its plans for expansion in Florida, it has taken a harder approach for other companies. For example, Canadian Biotechnical Corporation left the TSX Venture Exchange after being told it could not pursue recreational marijuana interests in the United States. Conversely, Ottawa-based CannaRoyalty Corp has the bulk of its assets in the United States and is listed on the Canadian Securities exchange. 

The two rivals are taking different approaches when it comes to listing companies with U.S. interests. Not only is the CSE allowing for tiny, unlicensed companies to list, it is also allowing U.S. based corporations to trade, where they are barred from doing so domestically. 

Summary of the Current Status

While those with U.S. interests are looking to TSX to clarify its rules regarding companies listing on the exchange, some think that Canadian companies should avoid involvement and expansion into the U.S. entirely. They believe that institutional investors in the burgeoning market should feel confident that their investments are not funding illegal activities. 

While the federal government has yet to make a move against states where cannabis is legalized recreationally and medically, it is no secret that many in the Trump administration, including U.S. attorney general Jeff Sessions, are taking a hard line on federal marijuana policy. Unlike modern day vapes , which are a sensitive topic as well but are not banned in both countries, marijuana is illegal on the federal level. This is certainly a cause for some concern for investors and regulators in the Canadian market. 

It’s no better in the United States, where investors looking to take advantage of the boom in Canada and the growth of marijuana stocks there. The United States Drug Enforcement Agency has been tracking U.S. investments in the Canadian marijuana industry. When inquired by Reuters about the DEA’s view of U.S. investments in Canadian marijuana, spokesman for the DEA Robert Payne said that the agency is “most interested in those types of activities.” 

Author

Michael is a marketing and creative content specialist at GotVape.com with a primary focus on customer satisfaction. 

Invest In MJ Editor Notes:

The article above was provided by Michael and are his opinions from his research. The views expressed above are not necessarily the opinions of Invest In MJ and we suggest you conduct your own research and speak to your financial advisor as to the accuracy of the information contained in the article.

We at Invest In MJ are aware that the United States government still has cannabis as an illegal drug and that does bring lots of question and concerns for investor as to the legality of investing in the cannabis sector.  At the state level, cannabis companies are opening up and setting up shop, many of them looking north to Canada for raising capital.  While the DEA may be interested in activities in the cannabis space, they have yet to stop investment in the space. 

Many companies in Canada and the United States have raised capital from all around the world in record numbers; we do not think that trend will change.  The fact that no regulator has stopped the progress of capital raises or companies from trading on the exchanges should be kept in mind.  While some companies may not have business interest or operations in the US, many are moving forwards with their plans to enter the US market in States where cannabis is legal medically or recreational.

Please consult your financial and legal advisor before making any investment decisions.

 

The federal government is getting ready to drastically speed up its licensing process to increase the numbers of companies that are authorized to produce marijuana for the recreational market that will open up in the first half of 2018, sources said.

A senior federal official said that in addition to tabling legislation to legalize marijuana on Thursday, the federal government will announce a push to authorize new producers of marijuana. At this point, there are 42 companies that have the necessary authorizations from Health Canada to produce marijuana for medical purposes across the country.

The official said the current holders of licences will have a head start once the market is opened up to recreational users, but added that the federal government will add staff and resources at Health Canada to speed up the approval process for new producers

A key concern is ensuring that the supply of marijuana will meet the demand for the drug once it is legalized by the unofficial deadline of July 1, 2018. As Ottawa works toward squeezing out illegal producers of marijuana, federal officials are worried that a shortage of cannabis would hurt their plans in the initial stages of legalization.

Another priority for the government will be to ensure that there is a broad variety of producers of marijuana serving the recreational market, and not just the existing network that includes many large-scale facilities.

“It’s obvious that the producers who are already licensed have an advantage going in. But there is also a clear desire on the government’s part to have a mix of big and small producers,” said the federal official who spoke on the condition of anonymity ahead of the tabling of the legislation.

“There is a great deal of awareness to the needs of smaller producers in the government,” the official added.

Federal officials said the government will table its legislation on Thursday, but that a number of key issues will only be addressed in the rules and regulations that will be unveiled at a later date.

Ottawa will give itself broad powers to oversee the production of marijuana and to design rules on the marketing of the product, which are expected to be similar to the ones that govern Canada’s tobacco industry.

The federal government will leave the provinces and territories entirely in charge of overseeing the distribution and sale of marijuana, in line with Canada’s alcohol regime.

“We are going to let them make their own choices on the sales side,” the federal official said. “It’s going to be similar to the situation with alcohol. In Alberta, it’s in the hands of the private sector, whereas in Quebec and Ontario, it’s run by the state.”

After it is tabled in the House, the legislation to legalize marijuana will be studied in committee. At the same time, the provinces will be expected to develop their own plans to distribute and sell the product.

The federal government will also be working to develop an “interim system” by which marijuana would be available across Canada even if some provinces do not develop their own distribution mechanisms quickly enough. Sources said the project remains in development, although Canada Post could deliver recreational marijuana by mail, as it currently does with medical marijuana.

The federal legislation will be inspired in large part by a task force led by former Liberal cabinet minister Anne McLellan, which proposed a complete legalization model in a well-received report last year.

The task force urged the government to allow Canadians to buy or carry 30 grams of marijuana for personal use, and to grow up to four plants at home. The task force also recommended a system that would feature storefront sales and mail-order distribution, and allow a wide range of producers to operate legally, including “craft” growers and the current producers of medical marijuana.

Prime Minister Justin Trudeau has already endorsed one of its key recommendations: that marijuana should be legal for people who are of legal drinking age – 18 or 19 years old, depending on the province they live in.

Original Article: DANIEL LEBLANC, Ottawa — The Globe and Mail, Published Tuesday, Apr. 11, 2017 12:31PM EDT