Ayurcann Holdings Corp. (
CSE:
AYUR,
OTCQB: AYURF,
FSE:
3ZQ0) (“
Ayurcann” or the
“
Company”), a leading Canadian cannabis extraction
company specializing in the processing and co-manufacturing of
pharma grade cannabis and hemp to produce various derivative
cannabis 2.0 and 3.0 products in the medical and recreational
market, is please to announce the following corporate updates.
Corporate Update
With the growth of the cannabis market and new
products offerings into the market, Ayurcann is expanding its core
stock keeping units (“SKUs”) listings in the vape,
pre-roll, milled flower and concentrate categories, with 20 new
SKUs anticipated in Ontario and Newfoundland over the next 6
months. By expanding our brand portfolio and brand recognition, we
plan to further gain market share to solidify our position in the
Canadian recreational cannabis market. Our products are currently
available in Ontario, British Columbia and Alberta.
Continuing to build strategic relationships and
partnerships through fiscal 2024, Ayurcann remains committed and
focused on exploring new opportunities in Nova Scotia and Quebec,
as well as enhancing the growth and market share of our current
listings across Canada. Ayurcann products under its ‘FUEGO’,
‘XPLOR’ and ‘H&S’ brands have been well received across the
provinces with new flavours, innovation and value contributing to
their growth, exposure and sales. With a focus on the fastest
growing category of infused pre-roll, Ayurcann has launched 6 new
SKUs for its flavour forward vapes.
The following chart, based on reporting by
Hyfyre IQ™ as of December 31, 2023, denotes the Company’s,
alongside other companies’ growth, over the past year (minimum of 3
provinces of sales):
Option and RSU Grants
The Company is also pleased to announce the
grant of stock options (each, an “Option”) and
restricted share units (each, an “RSU”) pursuant
to the Company’s equity incentive plan. The Company granted an
aggregate of 700,000 Options and an aggregate of 550,000 RSUs to
certain employees and consultants of the Company. Each Option is
exercisable at a price of $0.05 per Common Share, expires three
years from the date of grant and vested immediately. Each Option is
exercisable to purchase one Common Share. Each RSU granted vested
immediately.
All of the Options and RSUs (and any Common
Shares issuable upon their exercise and settlement) are subject to
a four month and one day hold period pursuant to the policies of
the CSE and applicable securities laws.
Debt Settlements
Further to its press release dated December 22,
2023 (the “December 22 Release”), the Company has
completed debt settlements in the amount of $756,000 with each of
2388765 Ontario Inc., a company controlled by Igal Sudman
(“238 Ontario”) and 1000677847 Ontario Inc., a
company controlled by Roman Buzaker (“1000
Ontario”) to preserve the Company’s cash through the
issuance of 30,240,000 Common Shares, at a deemed price of $0.05
per Common Share (each, a “Debt Settlement”).
Capitalized terms not otherwise defined herein
have the meanings attributed to them in the December 22
Release.
The Common Shares are subject to a four month
and one day hold period pursuant to the policies of the CSE and
applicable securities laws. Pursuant to the policies of the CSE,
completion of the Debt Settlements was subject to prior approval
from the disinterested Shareholders and at the Meeting the Company
received the requisite disinterested Shareholder approval.
Related Party Transaction
Each Debt Settlement constituted a “related
party transaction”, as such term is defined in MI 61-101 due to the
involvement of each of Messrs. Sudman and Buzaker (together, the
“Officers”), who are each directors and officers
of the Company and direct and control, 238 Ontario and 1000
Ontario, respectively, and would have required the Company to
receive minority shareholder approval for, and obtain a formal
valuation for the subject matter of, the transaction in accordance
with MI 61-101, prior to the completion of such transaction.
However, in completing the Debt Settlements, the Company relied on
exemptions from: (x) the formal valuation requirements of MI
61-101, on the basis that the Company is not listed on Specified
Markets (as defined in MI 61-101), as determined in accordance with
MI 61-101; and (y) the minority shareholder approval requirements
of MI 61-101, on the basis that the fair market value of each
Officer’s participation in their respective Debt Settlement does
not exceed $2,500,000, as determined in accordance with MI
61-101.
Further details will be included in a material
change report to be filed by the Company. While the Company filed a
material change report in respect of the Debt Settlements and the
Officers’ participation in the Debt Settlements on January 2, 2024,
the Company did not file the material change report more than 21
days before the closing date of the Debt Settlements. In the
Company’s view, the shorter period was necessary to permit the
Company to close the Debt Settlements in a timeframe consistent
with usual market practice for a transaction of this nature and was
reasonable and necessary to improve the Company’s financial
position in a timely manner in the circumstances. Further, the
Officers indicated a desire to complete the Debt Settlements on an
expedited basis.
Early Warning Disclosures
Effective January 5, 2024, the Company settled
debt owing to 238 Ontario and 1000 Ontario in the aggregate amount
of $1,512,000 ( a “Transaction”). As part of the
Transactions, 238 Ontario and 1000 Ontario each converted $756,000
of their respective debt owed by the Company into 15,120,000 Common
Shares, at a deemed price of $0.05 per Common Share. The Common
Shares issued in connection with each Transaction are subject to a
statutory hold period of four months and a day from the date of
issuance.
Prior to the closing of the Transactions, 238
Ontario, together with its joint actor, Igal Sudman, beneficially
owned an aggregate of 29,305,424 Common Shares (of which 15,373,322
Common Shares were owned by 238 Ontario directly and 13,932,102
Common Shares were owned by Igal Sudman), representing
approximately 18.06% of the total issued and outstanding Common
Shares on a non-diluted and partially diluted basis. 1000 Ontario,
together with its joint actors, Roman Buzaker and IIPAC Inc., a
company controlled by Roman Buzaker (“IIPAC”),
beneficially owned an aggregate of 29,013,142 Common Shares (of
which Nil Common Shares were owned by 1000 Ontario directly,
15,373,322 Common Shares were owned by IIPAC, and 13,639,820 Common
Shares were owned by Roman Buzaker), representing approximately
17.88% of the total issued and outstanding Common Shares on a
non-diluted and partially diluted basis.
Following the completion of the Transaction, 238
Ontario, together with its joint actor, now has ownership and
control over an aggregate of 44,425,424 Common Shares (of which
30,493,322 Common Shares are owned by 238 Ontario directly and
13,932,102 Common Shares are owned by Igal Sudman), representing
approximately 23.08% of the total issued and outstanding Common
Shares on a non-diluted and partially diluted basis. 1000 Ontario,
together with its joint actors, Roman Buzaker and IIPAC, now has
ownership and control over an aggregate of 44,133,142 Common Shares
(of which 15,120,000 Common Shares are owned by 1000 Ontario
directly, 15,373,322 Common Shares are owned by IIPAC, and
13,639,820 Common Shares are owned by Roman Buzaker), representing
approximately 22.93% of the total issued and outstanding Common
Shares on a non-diluted and partially diluted basis.
238 Ontario, together with its joint actor, Mr.
Sudman, and IIPAC, together with its joint actor, Mr. Buzaker, each
most recently filed an early warning report pursuant to National
Instrument 62-104 – Take-Over Bids and Issuer Bids on October 18,
2022 (collectively, the “Prior EWRs”). Since then,
the Company has issued Common Shares in a variety of transactions,
which has resulted in each of 238 Ontario’s, together with its
joint actor, Igal Sudman, and 1000 Ontario’s, together with its
joint actors, IIPAC and Roman Buzaker, holdings to increase by more
than 2%. As at the date of the Prior EWRs, (i) 238 Ontario,
together with its joint actor, Igal Sudman, beneficially owned an
aggregate of 26,895,424 Common Shares, representing approximately
17.43% of the total issued and outstanding Common Shares on a
non-diluted and partially diluted basis and (ii) 1000 Ontario,
together with its joint actors, Roman Buzaker and IIPAC,
beneficially owned an aggregate of 26,603,142 Common, representing
approximately 17.24% of the total issued and outstanding Common
Shares on a non-diluted and partially diluted basis.
The Common Shares acquired pursuant to the
Transactions were acquired by each of 238 Ontario and 1000 Ontario
for investment purposes, and depending on market and other
conditions, each of 238 Ontario and 1000 Ontario, may from time to
time in the future increase or decrease their respective ownership,
control or direction over securities of the Company through market
transactions, private agreements, or otherwise.
An early warning report pursuant to the
requirements of applicable securities laws will be issued by each
of 238 Ontario and 1000 Ontario, separately, and will be posted to
SEDAR+ at www.sedarplus.ca and be available on request at the
number and addresses below. For further information, including a
copy of the early warning reports required under applicable
Canadian securities laws to be filed by each of 238 Ontario and
1000 Ontario because of the Transactions, please contact Igal
Sudman, Chief Executive Officer, at 905-492-3322 or Roman Buzaker,
Chief Financial Officer, at 905-492-3322. For the purposes of this
notice, the address of 238 Ontario and 1000 Ontario is 1080 Brock
Road, Unit 6, Pickering, Ontario L1W 3H3, which is also the head
office of the Company.
About Ayurcann
Ayurcann is a leading post-harvest solution
provider with a focus on providing and creating custom processes
and pharma grade products for the adult use and medical cannabis
industry in Canada. Ayurcann is striving to become a partner of
choice for leading Canadian cannabis brands by providing
best-in-class, proprietary services including ethanol extraction,
formulation, product development and custom manufacturing.
For more information about Ayurcann, please
visit www.ayurcann.com and its profile page on SEDAR+ at
www.sedarplus.ca.
Neither the CSE nor its Regulation Services
Provider have reviewed or accepted responsibility for the adequacy
or accuracy of this release.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of applicable securities laws. All
statements contained herein that are not clearly historical in
nature may constitute forward-looking statements. Generally, such
forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as
“plans”, “strategy”, “expects” or “does not expect”, “intends”,
“continues”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or may contain statements
that certain actions, events or results “will be taken”, “will
launch” or “will be launching”, “will include”, “will allow”, “will
be made” “will continue”, “will occur” or “will be achieved”. The
forward-looking information and forward-looking statements
contained herein include, but are not limited to, statements
regarding: the Company launching new products and SKUs under the
terms and in the jurisdictions disclosed herein; the Company
gaining and growing its market share; the Company building
additional strategic relationships and partnerships; the Company’s
becoming the partner of choice for leading Canadian and
international cannabis brands; and the Company’s plans to produce
various derivative cannabis products.
Forward-looking information in this news release
are based on certain assumptions and expected future events,
namely: the Company has the ability to produce various derivative
cannabis products; the Company will launch new products and SKUs
under the terms and in the jurisdictions disclosed herein; the
Company will gain and grow its market share; the Company will build
additional strategic relationships and partnerships; the Company’s
assessment of market conditions, its ability to gain market share,
and its potential competitive edge are accurate; the Company has
the ability to carry out its plans with respect to its new
innovation and offerings; the Company has the ability to enhance
its product development capabilities; the Company will seek new
Canadian business opportunities; the Company will increase
efficiency in its processes and partnerships; and the Company has
the ability to carry out its goals and objectives.
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 Company will be unable to launch new products and
SKUs under the terms, in the jurisdictions disclosed herein and/or
at all; the Company being unable to gain and/ow grow its market
share; the Company’s inability to build additional strategic
relationships and/or partnerships; the Company’s inability to
become the partner of choice for leading Canadian and international
cannabis brands; the Company’s inability to produce various
derivative cannabis products; the Company’s inability to carry out
its plans with respect to its new innovation and offerings; and the
Company’s inability to enhance its product development
capabilities.
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
news 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.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
Caisse des Dpts et Consi... (EU:CDCLF)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Caisse des Dpts et Consi... (EU:CDCLF)
Historical Stock Chart
Von Jun 2023 bis Jun 2024