makinezmoney
2 years ago
$TRUFF: Great news this morning............. MORE HAPPY CAPS !!!!!!
Great publicity !!!!!!!!
GO $TRUFF
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Red Light Holland Announces Happy Caps Mushroom Home Grow Kits Are Now Available in 22 Canadian Tire Stores, Across 7 Provinces, Exceeding 90 Retail Stores In Canada
Happy Caps Home Grow Kits are now available in 22 Canadian Tire stores across Canada, with a plan to add additional locations in the near term future
With the addition of the Canadian Tire Stores, Happy Caps Home Grow Mushroom Kits are now available in over 90 retail stores in Canada
Happy Caps' Lion's Mane, Shiitake and Oyster mushroom kits sell for $25-$30 (MSRP) via www.HappyCaps.ca, Amazon (both USA and Canada), trade shows, garden centers, nurseries, seed shops and most recently, grocery chains and large retail stores
Toronto, Ontario--(Newsfile Corp. - February 21, 2023) - Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTCQB: TRUFF) ("Red Light Holland" or the "Company"), an Ontario-based corporation engaged in the production, growth, and sale of functional mushrooms and mushroom home grow kits in North America and Europe, and a premium brand of psilocybin truffles to the legal, recreational market within the Netherlands, in compliance with all applicable laws, is extremely pleased to announce that their portfolio company, Happy Caps Mushroom Farm ("Happy Caps"), has expanded their distribution of their Mushroom Home Grow Kits to over 90 retail stores across Canada, including 22 Canadian Tires in 7 different Provinces.
"We continue to be pleased with the overall growth of Happy Caps Home Grow Kits, as we continue to scale up in Canada. Having Happy Caps' Mushroom Home Grow Kits accepted into 22 Canadian Tire stores, is just another significant step for further brand and revenue growth," said Todd Shapiro, Chief Executive Officer and Director of Red Light Holland. "We are also pleased to gather a ton of data, information, know how and relationships around Mushroom Home Grow Kits as we plan on launching MISTERCAP's Home Grow Kits, with marketing Advisory services provided by Wiz Khalifa, focusing on sales in both the United States and Europe in the summer of 2023."
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Pictured: Happy Caps Mushroom Home Grow Kits
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"The growing consumer trend of urban gardening and mushroom adoption continues to gather attention. With this momentum, we continue to establish and expand our relationships with retailers who are looking to capitalize on the growth of the sector overall. With Happy Caps now in multiple Canadian Tire and Loblaws' Real Canadian Superstore locations, we feel enthusiastic about continuing to grow our distribution and future sales," said Ridley Doolittle, Red Light Holland's Chief Marketing Officer.
"We hope you'll continue to watch the growth, like the literal growth of mushrooms, on our Instagram at www.instagram.com/happycaps.hfxand of course we'd love for you to support the brand as Happy Caps Mushroom Home Grow Kits are also available for purchase online at http://www.HappyCaps.ca, http://www.Amazon.ca, http://www.Amazon.com and Well.ca," concluded Mr. Shapiro.
Canadian Tire Store Locations
910-57 AVE. N.E. CALGARY, AB T2E 7P4
700 BOUL MGR DUBOIS SAINT JEROME, QC J7Y 4Y9
75 TWO NATIONS CROSSING FREDERICTON, NB E3A 0T3
9212 COMMERCIAL ST NEW MINAS, NS B4N 3E9
2801 CLIFF AVENUE COURTENAY, BC V9N 2L8
505 BETHANY STREET LACHUTE, QC J8H 4A6
16821 TRANS CANADA KIRKLAND, QC H9H 5J1
6312 200th STREET LANGLEY, BC V2Y 1A1
112 WARWICK ST DIGBY, NS B0V 1A0
4500 ARMAND VIAU QUEBEC, QC G2C 2B9
11940 SARCEE TRAIL NW CALGARY, AB T3R 0A1
200 KING STREET ESTEVAN, SK S4A 2W4
18 CHILKOOT WAY WHITEHORSE, YT Y1A 6T5
1610 HILLSIDE VICTORIA, BC V8T 2C5
855 SENINARE NORD ST JEAN RICHELIEU, QC J3A 1J2
6310 YONGE ST CENTREPOINT MALL WILLOWDALE, ON M2M 3X4
1901 EGLINTON AVENUE EAST SCARBOROUGH, ON M1L 2L6
1170 HERON RD OTTAWA, ON K1V 6B2
120 STARRS RD YARMOUTH, NS B5A 4T3
750 ST JAMES ST WINNIPEG, MB R3G 3J7
201 NINTH ST E CORNWALL, ON K6H 2V1
11628 - 8th STREET DAWSON CREEK, BC
About Happy Caps Mushroom Farm
Happy Caps is an urban gourmet mushroom farm located in Halifax, Nova Scotia that specializes in quality 'grow your own mushroom kits' and mushroom plug spawn.
About MISTERCAP'S
MISTERCAP'S is a mushroom wellness brand founded in 2022 to create innovative functional mushroom wellness products and is affiliated with multi-platinum-selling, GRAMMY? and Golden Globe® Award-nominated recording artist Wiz Khalifa, who provides marketing advisory services to the company. More information is at MISTERCAP.COM and INSTAGRAM.COM/MISTERCAP.
About Red Light Holland
Red Light Holland is an Ontario-based corporation engaged in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles.
For additional information:
Todd Shapiro
Chief Executive Officer and Director
Tel: 647-643-TRIP (8747)
Email: todd@redlight.co
Website: www.redlight.co
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events.
The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company's performance, business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones; the Company's future growth prospects and intentions to pursue one or more viable business opportunities; the development of the Company's business and future activities following the date hereof; expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations; the market for the Company's current and proposed product offerings, as well as the Company's ability to capture market share; the distribution methods expected to be used by the Company to deliver its product offerings; the competitive landscape within which the Company operates; the continuation of the Company's products being maintained or furthered at current or future retail locations including Loblaws and/or Canadian Tire locations; the performance of the Company's business and the operations and activities of the Company; additional Loblaws and/or Canadian Tire locations being added to the Company's distribution network in the near term or long term future; the Company increasing its points of sale; the consumer trend of urban gardening and mushroom adoption continuing to grow; and the Company continuing to grow the Happy Cap brand and increasing revenue.
Forward-looking information in this press release are based on certain assumptions and expected future events, namely: current and future members of management will abide by the Company's business objectives and strategies from time to time established by the Company; the Company will achieve the performance, meet their business objectives and milestones in their anticipated time and within the anticipated cost; the Company will retain and supplement its board of directors and management, or otherwise engage consultants and advisors having knowledge of the industries (or segments thereof) within which the Company may from time to time participate; the Company will have sufficient working capital and the ability to obtain the financing required in order to develop and continue its business, brands and operations; the Company will continue to attract, develop, motivate and retain highly qualified and skilled consultants and/or employees, as the case may be; no adverse changes will be made to the regulatory framework governing psychedelics, taxes and all other applicable matters in the jurisdictions in which the Company conducts business and any other jurisdiction in which the Company may conduct business in the future; the Company will be able to generate cash flow from operations, including, where applicable, distribution and sale of mushrooms and mushroom products; the Company will be able to execute on its business strategy as anticipated; the Company will be able to meet the requirements necessary to obtain and/or maintain authorizations required to conduct the business; general economic, financial, market, regulatory, and political conditions, including the impact of the COVID-19 pandemic, will not negatively affect the Company or its business; the Company will be able to successfully compete in the psychedelic industries; the Company will be able to effectively manage anticipated and unanticipated costs; the Company will be able to conduct its operations in a safe, efficient and effective manner; general market conditions will be favourable with respect to the Company's future plans and goals; current retail locations will continue to carry the Company's products; additional Canadian Tire locations will be added to the Company's distribution network in the future; the Company will increase its points of sale; the Company will continue to be able to utilize and grow its distribution channels; the consumer trend of urban gardening and mushroom adoption will continue to grow; and the Company will continue to grow the Happy Cap brand and increase revenue; the continued growth of the Company; the Company meeting their anticipated timeline and process for growth, sales, production and commercialization; the Company's products being safe and providing their anticipated benefits; the Company and MISTERCAP fulfilling its future plans and goals, including the launch of the MISTERCAP website and associated merchandise; the MISTERCAP brand and future product offerings of the Company under the MISTERCAP brand succeeding; the Company launching products under the MISTERCAP brand upon the timelines and in the markets disclosed herein; the Company, MISTERCAP launching future marketing and advertising campaigns.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company's operations; competition within the markets that the Company operates in; risks with respect to the safety of the Company's products; the risk that there is no potential benefit of the Company's products; risk that the Company will be unable to develop its products; production risks for the Company's products, including logistical delays and risk that the Company will be unable to complete production of its products; risk that the mushroom home grow kit and functional mushroom industries in the North America, along with their legal frameworks, will not develop; the Company's inability to attract and retain qualified members of management to grow the Company's business, brands and its operations; unanticipated changes in economic and market conditions (including changes resulting from the COVID-19 pandemic) or in applicable laws; the impact of the publications of inaccurate or unfavourable research by securities analysts or other third parties; unanticipated changes in the psychedelic industries in the jurisdictions within which the Company may from time to time conduct its business and operations, including the Company's inability to respond or adapt to such changes; the Company's inability to secure or maintain favourable lease arrangements or the required authorizations necessary to conduct the business and operations and meet its targets; the Company's inability to effectively manage unanticipated costs and expenses, including costs and expenses associated with product recalls and judicial or administrative proceedings against the Company; risk that the Company will be unable to provide affordable and equitable access adult access to naturally occurring psilocybin; risk that the Company will be unable to add additional Loblaws and/or Canadian Tire or other locations to the Company's distribution network in the near term or long term future; or at all; risk that the Company will be unable to increase its points of sale; risk that the consumer trend of urban gardening and mushroom adoption will plateau or decrease; and risks that the Company will unable to grow the Happy Caps brand and/or increase its revenue; risk that the Company and MISTERCAP may be unable to fulfill their future plans and goals, including the launch of the MISTERCAP website and associated merchandise; risk that the MISTERCAP brand and/or the product offered under the brand will be unsuccessful and will not sell; risk that the Company will be unable to offer product under the MISTERCAP brand; risks that the Company will be unable to meet the timelines, more specifically the summer of 2023, and/or sell in the markets outlined herein associated with launching products under the MISTERCAP brand or at all; risks surrounding future marketing and advertising campaigns of the Company and MISTERCAP, including how the Company's marketing budget will be utilized; risks around the quantum owing under the additional payment obligations owed to MISTERCAP pursuant to the terms of the IP Licensing Agreement; risk that the Company, alongside MISTERCAP, will be unable to increase revenues; risk that the Company and MISTERCAP will be unable to fulfill their respective obligations under the IP Licensing Agreement; risk that the Company will be unable to hit certain benchmark sales under the IP Licensing Agreement; risk that the term of the IP Licensing Agreement won't be renewed following the initial term; risks surrounding additional jurisdictions not permitting sales of the brand's products in the future.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/155561
oatsuzn
3 years ago
Pharmadrug Completes Strategic Mutual Investment with Red Light Holland Corp.
https://money.tmx.com/en/quote/BUZZ:CNX/news/6232590938629960/Pharmadrug_Inc_Completes_Strategic_Mutual_Investment_with_Red_Light_Holland_Corp
Toronto, Ontario--(Newsfile Corp. - July 16, 2020) - PharmaDrug Inc. (CSE: BUZZ) (OTC: LMLLF) ("PharmaDrug" or the "Company") is pleased to announce that it has completed the share exchange transasction with Red Light Holland Corp. ("RLH") (CSE: TRIP) (FSE: 4YX), an Ontario-based corporation positioning itself to engage in the production, growth and sale of a premium brand of magic truffles to the legal, recreational market within the Netherlands, announced in the Company's July 16, 2020 press release.
Under the terms of the agreement, the Company issued 9,333,333 units to RLH (the "PharmaDrug Units") at a price of $0.075 per PharmaDrug Unit, and RLH issue 4,242,424 units (the "RLH Units") to the Company. Each PharmaDrug Unit consists of (i) one common share of PharmaDrug, (ii) 0.9 of a PharmaDrug common share purchase warrant, with each whole warrant entitling the holder thereof to acquire one common share of the Company at a price of $0.13 until July 16, 2024, and (iii) 0.1 of a PharmaDrug common share purchase warrant, with each whole warrant entitling the holder thereof to acquire one common share of PharmaDrug at a price of $0.08 until July 16, 2024. In addition, RLH subscribed for $200,000 of units of the Company, at a price of $0.075 per unit, with each unit consisting of (i) one common share of PharmaDrug, and (ii) one PharmaDrug common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share of PharmaDrug at a price of $0.08 until July 16, 2024.
Each RLH Unit consists of one common share in the capital of RLH (a "RLH Share") and one RLH Share purchase warrant (a "RLH Warrant"). Each RLH Warrant entitles the holder to purchase one additional RLH Share at an exercise price of $0.26 at any time until July 16, 2024, subject to an accelerated expiry option. If, following the date that is four months and one day following the date hereof, the volume weighted average trading price of the RLH Shares on the Canadian Securities Exchange (the "CSE") for any 10 consecutive trading days equals or exceeds $0.50, RLH may, upon providing written notice to the holders of RLH Warrants, accelerate the expiry date of the RLH Warrants to the date that is 30 days following the date of such written notice.
The Company intends to use the proceeds of the $200,000 investment for working capital and general corporate purposes.
All securities of the Company issued pursuant to the above transaction are subject to a four-month hold period under applicable securities laws expiring four months and one day after the closing.
About PharmaDrug Inc.
PharmaDrug Inc. is building an international controlled substance and natural medicine company with a focus on Europe. The Company owns 80% of Pharmadrug GmbH, a German medical cannabis distributor, with a Schedule I European Union narcotics license allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the EU. The Company also owns 100% of Super Smart, an early-stage retail company focused on consolidating the fragmented Dutch smartshop market. Smartshops are retail establishments in The Netherlands that specialize in the sale of psychoactive substances including psychedelic truffles.
For further information, please contact:
Daniel Cohen, Chairman and CEO
dcohen@pharmadrug.co
(647) 202-1824
oatsuzn
3 years ago
PharmaDrug's Super Smart Reaches Distribution Agreement with Red Light Holland for iMicrodose Packs and for Red Light Holland to Build out an iMicrodose Media Information Centre (iMIC) with Super Smart's Location in Tiel, The Netherlands
https://money.tmx.com/en/quote/BUZZ:CNX/news/4730089652586082/PharmaDrugs_Super_Smart_Reaches_Distribution_Agreement_with_Red_Light_Holland_for_iMicrodose_Packs_and_for_Red_Light_Holland_to_Build_out_an_iMicrodose_Media_Information_Centre_iMIC_with_Super_Smarts_Location_in_Tiel_The_Netherlands
Toronto, Ontario--(Newsfile Corp. - September 28, 2020) - PharmaDrug Inc. (CSE: BUZZ) (OTC PINK: LMLLF) ("PharmaDrug" or the "Company") is pleased to announce that its wholly-owned subsidiary Interrobang Ltd. (doing business as Super Smart) ("Super Smart") has reached a distribution agreement with Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTC:TRUFF) (Red Light Holland") for Red Light Holland's iMicrodose Packs ("iMicrodose Packs"). The iMicrodose Packs are expected to be available in Super Smart's first Slim Winkel store, located in Tiel, in early October 2020.
Red Light Holland has also definitively agreed to build and set up an iMicrodose Media Information Centre ("iMIC") in Super Smart's Tiel location, expected to be ready before the end of 2020.
"Super Smart's vision and iMicrodose's vision truly align." Said Todd Shapiro, CEO and Director of Red Light Holland. "Both Companies are focused on educating, informing and modernizing the psychedelic industry within the Netherlands. We are very excited to soon have another Store where our product is sold to expand our marketplace. Equally as important, we are proud to set up our first iMicrodose Media Information Centre - iMIC - where we will eventually provide Super Smart with our Virtual Reality Headset where consumers can truly learn about our iMicrodose packs and the origins of the product, as well as receive important customer feedback, as we want to give all consumer's a voice for important information gathering and responsible use feedback via our iMIC activation."
"Red Light Holland has definitely already taken initial steps to modernize the industry in the Netherlands and we are so pleased to house their responsible use product in our Tiel location, expected in early October 2020." Added Daniel Cohen, CEO and Chairman of PharmaDrug. "Together we want to elevate the industry, educate consumers and intelligently target all Adult Demographics for potential increased sales via new customers with an informational, technological and modern approach."
Super Smart's Tiel location is located in Central Netherlands and is the only smart shop within a 75 Kilometre radius. iMicrodose Packs powered by Red Light Holland are expected to be in Super Smart's Tiel store in October 2020.
About Red Light Holland Corp.
The Company is an Ontario-based corporation positioning itself to engage in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.
For additional information on the Company:
Todd Shapiro
Chief Executive Officer & Director
Tel: 647-204-7129
Email: todd@redlighttruffles.com
Website: https://redlighttruffles.com/
About PharmaDrug Inc.
PharmaDrug Inc. is building an international controlled substance and natural medicine company with a focus on Europe. The Company owns 80% of Pharmadrug GmbH, a German medical cannabis distributor, with a Schedule I European Union narcotics license allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the EU. The Company also owns 100% of Super Smart, an early-stage retail company focused on consolidating the fragmented Dutch smartshop market. Smartshops are retail establishments in The Netherlands that specialize in the sale of psychoactive substances including psychedelic truffles.
For further information, please contact:
Daniel Cohen, Chairman and CEO
dcohen@pharmadrug.co
(647) 202-1824
swim
3 years ago
Creso Pharma and Red Light Holland Merge to Introduce The HighBrid Lab (TM), a Leading Global Psychedelics x Cannabis Company, Specializing in Recreational Products, Applied Science, Technology and Innovation
Red Light Holland to Host a Live Stream on the Company's Social Media Handles, Including www.youtube.com/redlightholland at 8:30 am Eastern Time on Thursday, June 17th
2021-06-16 08:08 ET - News Release
? Creso Pharma and Red Light Holland have entered into a definitive agreement to merge their businesses and create The HighBrid Lab
? The HighBrid Lab is expected to have an implied pro forma equity value of C$347 million (A$371 million) based on the closing price of the shares of Creso Pharma and Red Light Holland on June 15th, 2021
? Transaction results in a reverse takeover of Red Light Holland by Creso Pharma, with an implied premium to Red Light Holland Shareholders of 29.9% based on the 30-day VWAP of both companies as of June 15th, 2021
? Mr. Bruce Linton, leading cannabis and psychedelics entrepreneur, expected to join as Non-Executive Chairman of The HighBrid Lab's board of directors
? Combined Company is expected to have a cash balance of approximately C$45 million (A$48 million), providing considerable financial flexibility to progress its growth strategy
? The Combined Global Company will trade on the Canadian Securities Exchange ("CSE") under the ticker symbol TRIP
? The HighBrid Lab will focus on several key growth areas:
? Expanding market and brand leadership in recreational psilocybin, supported by education, telecounseling and technology as new markets open
? Applied science and innovation supporting long-term opportunities in psychedelics with both naturally occurring and pharmaceutical grade drug discovery aiming for advanced and approved product offerings through controlled lab environments via the pending acquisitions of Halucenex and Mera Life Sciences
? Scaling recreational cannabis offering in North America by focusing on increasing market share in Canada and taking advantage of the Combined Company's CSE listing to progress the introduction of products into the US, as well as leveraging industry leading expertise to execute US cannabis acquisitions in the near term (the US is the world's largest cannabis market, expected to reach US$41Bn/A$53Bn by 2025)
? Enhanced European distribution of Creso Pharma's researched and developed human and animal CBD products through SR Wholesale, Red Light Holland's wholly owned Netherlands based distribution company
? Introducing unique, innovative and eye-catching recreational product offerings under existing Red Light Holland brands with innovative applied science including combined CBD and mushroom products and ready to drink products with mushrooms, CBD and THC, while focusing on adding adjacent iMicrodose product lines with ingredients including CBD, THC and functional mushrooms, as and where permitted to do so, and promoting responsible use via education and information
? Creation of Red Light Farms, increasing exposure to growing operations; adding to the Combined Company's already impressive line-up including The Red Light Truffle Farm in the Netherlands, Happy Caps Gourmet Mushroom Farm and Mernova Medical in Nova Scotia
? Increasing vertical integration strategies from growing, harvesting, packaging, branding and distribution to potential brick and mortar stores for increased sales focused on higher margins
? Expanding e-commerce presence and online store initiatives to help boost future sales of CBD, THC, psilocybin, and functional mushroom products, where permissible
? Using biometric movement and scientific data and technology from Radix Motion to help find optimal dose and protocol for individuals, and to work with regulatory agencies towards expanding the legal, responsible use of psilocybin, THC and CBD in emerging countries focused on stricter controls
? Continuing to grow one of the world's most recognizable legal recreational psilocybin brands while crossing over into the cannabis sector with a focus on increasing creative and experiential marketing, brand development and added influencer support
? Sustainable approach with consideration for the long term social, environmental, and economic impacts
? Red Light Holland's current Chief Executive Officer, Todd Shapiro, will lead the Combined Company as CEO and Director. The Combined Company's board of directors will consist of seven members, three of which, including Mr. Shapiro, will be current directors of Red Light Holland, and three of which, will be directors or nominees of Creso Pharma. Mr. Bruce Linton is expected to be the seventh member, as non-executive Chairman
? Mr. William Lay, previously Associate Director, M&A at Canopy Growth appointed Executive Vice President and Chief Strategy Officer to assist in growth trajectory - Mr. Lay has overseen and/or supported over C$5Bn in cannabis M&A transactions
? Newly formed company can be accessed online at www.HighBrid.co
Sydney, Australia & Toronto, Ontario--(Newsfile Corp. - June 16, 2021) - Creso Pharma Limited ("Creso Pharma") (ASX: CPH) (FSE: 1X8) (OTCQB: COPHF), a producer of cannabis products designed to better the lives of people and animals, and Red Light Holland Corp. ("Red Light Holland") (CSE: TRIP) (FSE: 4YX) (OTC Pink: TRUFF), an Ontario-based corporation engaged in the production, growth and sale of magic truffles to the legal, recreational market within the Netherlands, are pleased to advise that they have entered into a definitive scheme implementation deed (the "Deed") to combine businesses and create The HighBrid Lab (the "Combined Company" or "The HighBrid Lab"), a leading global psychedelics and cannabinoid company.
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The HighBrid LabTM
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The transaction will be carried out by way of statutory schemes of arrangement under the Corporations Act 2001 (Cth), pursuant to which Red Light Holland will acquire (i) all of the issued fully paid ordinary shares of Creso Pharma (the "Scheme"), and (ii) all of the issued listed options of Creso Pharma (the "Option Scheme") in exchange for the issue of common shares of Red Light Holland ("Red Light Holland Shares") on the terms and conditions set forth in the Deed. Under the terms of the Deed, the shareholders of Creso Pharma (the "Creso Pharma Shareholders") will receive 0.395 of a Red Light Holland Share for each fully paid ordinary share of Creso Pharma (each, an "Creso Pharma Share") held immediately prior to the effective time of the Scheme. In addition, (i) holders of listed options of Creso Pharma (the "Creso Pharma Listed Optionholders") will receive 0.257 of a Red Light Holland Share for each listed option of Creso Pharma (each, a "Creso Pharma Listed Option") and (ii) holders of the various other classes of unlisted Creso Pharma securities will be offered Red Light Holland options or warrants based on ratios detailed in the Deed.
Upon implementation of the Scheme and the Option Scheme (together, the "Schemes"), it is expected that the former Creso Pharma securityholders will own approximately 57.4% of the pro forma issued and outstanding Red Light Holland Shares, resulting in a reverse takeover of Red Light Holland by the Creso Pharma security holders. Following implementation of the Schemes, the Combined Company is expected to have a cash balance of approximately C$45 million (A$48 million), providing considerable financial flexibility to progress its growth strategy.
About Red Light Holland
Red Light Holland strives to move towards safe and trustworthy access to psychedelic compounds for all, and is engaged in the production, growth and sale, through existing Smart Shops and an ecommerce platform, of premium magic truffles to the legal, recreational market in the Netherlands. Activities are undertaken in accordance with the highest standards and compliance with all applicable laws.
Red Light's directors and advisory board members are all highly skilled executives with extensive expertise in growing, mass-producing, compliance, distribution, marketing and supply chain management, which will allow the Combined Company to become a leader in an emerging market segment.
About Creso Pharma
Creso Pharma brings pharmaceutical expertise and methodological rigor to the cannabis world and strives for the highest quality in its products. The company develops cannabis and hemp derived therapeutic, nutraceutical, and lifestyle products with wide patient and consumer reach for human and animal health. Creso Pharma uses GMP (Good Manufacturing Practice) development and manufacturing standards as a reference of quality excellence with initial product registrations in Switzerland. It has worldwide rights for several unique and proprietary innovative delivery technologies, which enhance the bioavailability, and absorption of cannabinoids. The company is also progressing expansion opportunities into the North American recreational cannabis market through its wholly-owned subsidiary Mernova Medical Inc. ("Mernova Medical"), as well as the emerging psychedelics sector through target acquisition company, Halucenex Life Sciences Inc. ("Halucenex").
Complementary Management and Board Capabilities with Industry Leading Experience
A strong management team and board of directors will lead the Combined Company, which will also have access to a world-class group of advisors. Upon completion of the Schemes, Red Light Holland's current CEO, Todd Shapiro, will lead the Combined Company as Chief Executive Officer and Director. The board of directors of the Combined Company will consist of seven members, three of which, including Mr. Shapiro, will be current directors of Red Light Holland, and three of which, will be directors or nominees of Creso Pharma. Leading cannabis entrepreneur Bruce Linton is also expected to join the board of directors of the Combined Company as non-executive Chairman.
Creso Pharma's management team brings a wealth of scientific experience and pharmaceutical background, while Red Light Holland's team has significant expertise in marketing, branding and recreational product offerings. Additionally, William Lay will lead the Combined Company's overall corporate strategy development and will work on identifying and executing potential M&A opportunities in his capacity as Executive Vice President & Chief Strategy Officer.
Creso Pharma and Red Light Holland are confident that the leadership team and proposed board of directors of the Combined Company will provide a strong foundation for The HighBrid Lab to drive shareholder value. Additional senior leadership positions at the Combined Company will be confirmed in due course.
Management Commentary
"Having worked with both the Creso Pharma and Red Light Holland teams closely in the past, I am really excited by the potential this combination brings. As a merged company, The HighBrid Lab has access to four of the highest growth industry segments around, and the team, board and advisory group to make real progress within these verticals. I'm really looking forward to rolling up my sleeves and helping The HighBrid Lab get to work!" said Bruce Linton, who is expected to join the Combined Company's board as non-executive Chairman.
"Red Light Holland has significant capital and expertise, and is motivated for growth. The company understands the sensitive complexities of the ingredients we deal with, while ensuring we continue to make a bold yet careful push to provide and increase access for immediate revenue generation and brand expansion. Our core principle is to compliantly lead with edgy consumer packaged goods focused on positive outcomes, while balancing a responsible, regulated and educational use approach through technology and innovation," said Todd Shapiro CEO and Director of Red Light Holland. "Merging with Creso Pharma, who also has significant cash on hand, and formulating The HighBrid Lab, with Bruce Linton as Chair of the Board, means we can expand our premium product offerings globally in the high growth CBD, THC and psychedelic sectors. Together we are bullish on developing world class products with naturally occurring ingredients in clever and innovative ways for both humans and pets, which completely aligns with Creso Pharma's R&D and sales approach. The HighBrid Lab ramps up our objectives for near and long term growth targets, while potentially being a part of positive change. Together we are not shy, as our goal continues to be the People's Company, dedicated to providing global access to each of these naturally occurring ingredients while understanding that education, careful use, sustainability and data collection with consent are the keys to future success as regulations open up. The HighBrid Lab is a perfect name combining psychedelics and cannabis coupled with recreational use, science and technology. This is a monumental day for all of our shareholders and now their pets!"
Creso Pharma's Non-Executive Chairman, Mr. Adam Blumenthal said: "We are very excited to have entered into this agreement with Red Light Holland and to create a company that has the potential to become a world leading psychedelic, CBD and recreational and medicinal cannabis company. The transaction follows a considerable amount of due diligence undertaken by both parties, highlighting the strength of both Creso Pharma's and Red Light Holland's operations and abilities across a number of key international markets. There are a number of synergies across the businesses, which will allow the Combined Company to considerably scale up operations in the near term. Red Light's CSE-listed vehicle will allow the Combined Company to enter the lucrative US market and we anticipate that product sales through our recreational cannabis and CBD subsidiaries will scale up significantly in the short term, underpinning early cash generation and provide additional financial flexibility across the business."
"To oversee this rapid growth phase, the The HighBrid Lab will be led by an experienced board of directors and strategic advisors, who are expected to bring a wealth of knowledge to building successful cannabis, recreational products and psychedelics companies. Creso Pharma is very confident that Red Light Holland's established operations including a distribution arm and market understanding will provide a number of value catalysts. We look forward to working with the group to immediately refine our supply chain, increase brand awareness through North America and progress opportunities across the recreational and therapeutic psychedelics sectors to unlock value for new and existing shareholders."
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