ernie44
1 year ago
Corporate development expense decreased to $4,559 from $8,151. Corporate development consists of
expenses incurred to increase the Company?s global brand awareness and presence in the Cannabis
industry in multiple countries. In the prior year, the Company completed an acquisition and sold two of
its subsidiaries. During the period ended March 31, 2023, the Company has reduced its corporate
development expense as a cost-cutting measure.
- Office and sundry expenses increased to $19,356 from $17,605. The increase is not material, the two
periods are comparable.
- Wages and salary decreased to $35,352 from $45,538 as the Company terminated its sole employee in
the Ontario subsidiary in the prior year.
- Regulatory and transfer agent fees decreased to $26,373 from $31,768 as a result of the Company?s
preparations in the prior period to complete regulatory filings for its acquisitions and the shares issued.
The decrease is not material; the two periods are comparable.
- Rent expenses decreased to $Nil from $29,195. In prior year, the Company terminated the Ontario lease
and has thus no incurred additional rent expenses.
- Other general and operating costs decreased to $19,337 from $46,365 and consists of operating activities
in Europe. A decrease is expected as the subsidiary?s revenues have decreased in the current period.
- Insurance costs increased to $19,356 from $17,605 in the prior period. The change is not material; the
two periods are comparable.
- Fair value movement losses on investments increased to $Nil from a loss of $22,210 as a result of the
termination of the for the Twenty One investment in the period year. In the prior year comparative period,
the Company recorded a fair value loss on investment as a result of the fluctuation of the exchange rates.
- The Company recorded a $895,333 gain on debt settlement (2022: loss of $12,489). In the prior year,
the Company settled debts with Sanna?s former President and CEO by issuance of shares and recorded
a loss on debt settlement of $12,489. In the current period, the Company recorded a gain as a result of
conversion of debentures by holders of the convertible debentures into common shares of the Company.
- The Company earned decreased revenues of $132,550 from $181,617 from sale of consumer cannabis
products, which had costs of $71,444 and $112,639 respectively. In the current period, the Company
has not been able to earn higher revenues as a result of the current global economic situation.
- The Company recorded interest income of $Nil (2022: $140,539) as a result of interest earned on its loan
receivables during the year. The loan receivable was impaired to $Nil during the year ended December
31, 2022, thus it is reasonable that no interest income is recorded in the current period.
- The Company recorded government grant revenue of $Nil (2022: $7,767) as a result of the Company
receiving government CEBA loans during the year ended December 31, 2020 and recording the revenue
earned during the period. The deferred revenues relating to the CEBA loans were fully accreted as at
December 31, 2022 and thus it is reasonable that no additional revenues are recognized in the current
period.
- The Company recorded royalty revenues of $Nil (2022: $52,600) as a result of the Royalty Agreement
with Farma C relating to the sale of SGSC and the Farma C Supply Agreement with SGSC in 2020. No
further revenues were recognized as the agreement was terminated during the year ended December 31,
2022.
- The Company recorded a loss on sale of marketable securities of $15,862 (2022: loss of $157,121) as a
result of the sale of marketable securities.
- The Company recorded an unrealized loss of marketable securities of $50,000 (2022: $Nil) as a result
of the change in fair value of the securities during the period.
AGRA VENTURES LTD.
Management?s Discussion and Analysis
(Expressed in Canadian Dollars)
Corporate development expense decreased to $4,559 from $8,151. Corporate development consists of
expenses incurred to increase the Company?s global brand awareness and presence in the Cannabis
industry in multiple countries. In the prior year, the Company completed an acquisition and sold two of
its subsidiaries. During the period ended March 31, 2023, the Company has reduced its corporate
development expense as a cost-cutting measure.
- Office and sundry expenses increased to $19,356 from $17,605. The increase is not material, the two
periods are comparable.
- Wages and salary decreased to $35,352 from $45,538 as the Company terminated its sole employee in
the Ontario subsidiary in the prior year.
- Regulatory and transfer agent fees decreased to $26,373 from $31,768 as a result of the Company?s
preparations in the prior period to complete regulatory filings for its acquisitions and the shares issued.
The decrease is not material; the two periods are comparable.
- Rent expenses decreased to $Nil from $29,195. In prior year, the Company terminated the Ontario lease
and has thus no incurred additional rent expenses.
- Other general and operating costs decreased to $19,337 from $46,365 and consists of operating activities
in Europe. A decrease is expected as the subsidiary?s revenues have decreased in the current period.
- Insurance costs increased to $19,356 from $17,605 in the prior period. The change is not material; the
two periods are comparable.
- Fair value movement losses on investments increased to $Nil from a loss of $22,210 as a result of the
termination of the for the Twenty One investment in the period year. In the prior year comparative period,
the Company recorded a fair value loss on investment as a result of the fluctuation of the exchange rates.
- The Company recorded a $895,333 gain on debt settlement (2022: loss of $12,489). In the prior year,
the Company settled debts with Sanna?s former President and CEO by issuance of shares and recorded
a loss on debt settlement of $12,489. In the current period, the Company recorded a gain as a result of
conversion of debentures by holders of the convertible debentures into common shares of the Company.
- The Company earned decreased revenues of $132,550 from $181,617 from sale of consumer cannabis
products, which had costs of $71,444 and $112,639 respectively. In the current period, the Company
has not been able to earn higher revenues as a result of the current global economic situation.
- The Company recorded interest income of $Nil (2022: $140,539) as a result of interest earned on its loan
receivables during the year. The loan receivable was impaired to $Nil during the year ended December
31, 2022, thus it is reasonable that no interest income is recorded in the current period.
- The Company recorded government grant revenue of $Nil (2022: $7,767) as a result of the Company
receiving government CEBA loans during the year ended December 31, 2020 and recording the revenue
earned during the period. The deferred revenues relating to the CEBA loans were fully accreted as at
December 31, 2022 and thus it is reasonable that no additional revenues are recognized in the current
period.
- The Company recorded royalty revenues of $Nil (2022: $52,600) as a result of the Royalty Agreement
with Farma C relating to the sale of SGSC and the Farma C Supply Agreement with SGSC in 2020. No
further revenues were recognized as the agreement was terminated during the year ended December 31,
2022.
- The Company recorded a loss on sale of marketable securities of $15,862 (2022: loss of $157,121) as a
result of the sale of marketable securities.
- The Company recorded an unrealized loss of marketable securities of $50,000 (2022: $Nil) as a result
of the change in fair value of the securities during the period.
AGRA VENTURES LTD.
Management?s Discussion and Analysis
(Expressed in Canadian Dollars)
ernie44
1 year ago
- Corporate development expense decreased to $4,559 from $8,151. Corporate development consists of
expenses incurred to increase the Company?s global brand awareness and presence in the Cannabis
industry in multiple countries. In the prior year, the Company completed an acquisition and sold two of
its subsidiaries. During the period ended March 31, 2023, the Company has reduced its corporate
development expense as a cost-cutting measure.
- Office and sundry expenses increased to $19,356 from $17,605. The increase is not material, the two
periods are comparable.
- Wages and salary decreased to $35,352 from $45,538 as the Company terminated its sole employee in
the Ontario subsidiary in the prior year.
- Regulatory and transfer agent fees decreased to $26,373 from $31,768 as a result of the Company?s
preparations in the prior period to complete regulatory filings for its acquisitions and the shares issued.
The decrease is not material; the two periods are comparable.
- Rent expenses decreased to $Nil from $29,195. In prior year, the Company terminated the Ontario lease
and has thus no incurred additional rent expenses.
- Other general and operating costs decreased to $19,337 from $46,365 and consists of operating activities
in Europe. A decrease is expected as the subsidiary?s revenues have decreased in the current period.
- Insurance costs increased to $19,356 from $17,605 in the prior period. The change is not material; the
two periods are comparable.
- Fair value movement losses on investments increased to $Nil from a loss of $22,210 as a result of the
termination of the for the Twenty One investment in the period year. In the prior year comparative period,
the Company recorded a fair value loss on investment as a result of the fluctuation of the exchange rates.
- The Company recorded a $895,333 gain on debt settlement (2022: loss of $12,489). In the prior year,
the Company settled debts with Sanna?s former President and CEO by issuance of shares and recorded
a loss on debt settlement of $12,489. In the current period, the Company recorded a gain as a result of
conversion of debentures by holders of the convertible debentures into common shares of the Company.
- The Company earned decreased revenues of $132,550 from $181,617 from sale of consumer cannabis
products, which had costs of $71,444 and $112,639 respectively. In the current period, the Company
has not been able to earn higher revenues as a result of the current global economic situation.
- The Company recorded interest income of $Nil (2022: $140,539) as a result of interest earned on its loan
receivables during the year. The loan receivable was impaired to $Nil during the year ended December
31, 2022, thus it is reasonable that no interest income is recorded in the current period.
- The Company recorded government grant revenue of $Nil (2022: $7,767) as a result of the Company
receiving government CEBA loans during the year ended December 31, 2020 and recording the revenue
earned during the period. The deferred revenues relating to the CEBA loans were fully accreted as at
December 31, 2022 and thus it is reasonable that no additional revenues are recognized in the current
period.
- The Company recorded royalty revenues of $Nil (2022: $52,600) as a result of the Royalty Agreement
with Farma C relating to the sale of SGSC and the Farma C Supply Agreement with SGSC in 2020. No
further revenues were recognized as the agreement was terminated during the year ended December 31,
2022.
- The Company recorded a loss on sale of marketable securities of $15,862 (2022: loss of $157,121) as a
result of the sale of marketable securities.
- The Company recorded an unrealized loss of marketable securities of $50,000 (2022: $Nil) as a result
of the change in fair value of the securities during the period.
AGRA VENTURES LTD.
Management?s Discussion and Analysis
(Expressed in Canadian Dollars)
ernie44
1 year ago
CONSOLIDATIO COMMING 25 FOR ONE....................................................................................................................................................
Philosophy and Objectives
The Company?s compensation policies and programs are designed to be competitive with similar mining
exploration companies and to recognize and reward executive performance consistent with the success of
the Company?s business. The compensation program for the senior management of the Company is
designed to ensure that the level and form of compensation achieves certain objectives, including (a)
attracting and retaining talented, qualified and effective executives, (b) motivating the short and long-term
performance of these executives; and (c) better aligning their interests with those of the Company?s
shareholders.
In compensating its senior management, the Company has encouraged equity participation and in
furtherance thereof employs its stock option plan.
Equity Participation
The Company believes that encouraging its executives and employees to become shareholders is the best
way of aligning their interests with those of its shareholders. Equity participation has been accomplished
through the issuance of founder?s shares and the Company?s stock option plan. Stock options are granted
to executives and employees taking into account a number of factors, including the amount and term of
options previously granted, base consulting fees and bonuses and competitive factors. The amounts and
terms of options granted are determined by the Board.
Given the evolving nature of the Company?s business, the Board continues to review the overall
compensation plan for senior management so as to continue to address the objectives identified above.
The following table summarizes the compensation paid to the directors and NEOs of the Company for the
last two completed financial years:
Name and Principal
Positions
Year(1)
Salary
($)
Share-
based
awards
($)
Option-
based
awards
($)
Non-equity incentive
plan compensation
(3)
($)
Pension
value
(3)
($)
All other
compensation
($)
Total
compensation
($)
Annual
incentive
plans
(2)
Long-term
incentive
plans(2)
Nick Kuzyk
(4)
CEO & Director
2022
2021
88,725
N/A
Nil
N/A
28,877
117,602
N/A
Fiona Fitzmaurice
(5)
CFO & Director
2022
2021
85,400
36,160
28,877
Nil
56,000
Nil
170,277
36,160
Anthony Carnevale
(6)
Director
2022
2021
8,885
N/A
6,000
N/A
14,885
N/A
David Grand
(7)
Former CEO & Former
Director
2022
2021
28,250
N/A
28,250
Elise Coppens
(8)
Former CEO & Former
Director
2022
2021
135,600
226,000
22,213
157,813
226,000
Brian O?Neill
(9)
Former Director
2022
2021
Jerry Habuda
Former Director
2022
2021
Joseph Perino
Former Director
2022
2021
Nil
Brandon Boddy
(12)
Former CEO; Former
Chairman; Former
Corporate Secretary; and
Former Director
2022
2021
Nil
Peter Nguyen
Former CFO
2022
2021
42,500
42,500
Notes:
1. For the financial years ended December 31.
2. These amounts include annual non-equity incentive plan compensation, such as bonuses and discretionary amounts for the year end.
3. These amounts include all compensation relating to defined benefit or contribution plans and include all service costs and other
compensatory items.
4. Nick Kuzyk was appointed as a director and Interim CEO of the Company on September 7, 2022 and was subsequently appointed as a
CEO on a permanent basis, effective March 1, 2023.
5. Fiona Fitzmaurice was appointed as CFO of the Company on May 4, 2021 and was appointed as a director of the Company on
October 22, 2021.
6. Anthony Carnevale was appointed as a director of the Company on June 27, 2022.
7. David Grand was appointed as the CEO of the Company on July 1, 2022 and resigned as CEO on September 7, 2022. Mr. Grand was
appointed as a director of the Company on July 12, 2022 and resigned as a director of the Company on September 7, 2022.
8. Elise Coppens was appointed as CEO and director of the Company on March 8, 2021. Ms. Coppens resigned as the CEO on July 1,
2022 and resigned as a director of the Company on July 12, 2022.
9. Brian O?Neill was appointed as director on May 27, 2019 and resigned as a director on July 15, 2022.
10. Jerry Habuda was appointed as director on May 6, 2016 and resigned as a director on June 27, 2022.
11. Joseph Perino was appointed as director on September 23, 2016 and resigned as a director on June 27, 2022.
12. Brandon Boddy was appointed as a director of the Company on April 23, 2016 and appointed as the Company?s CEO and Chairman
on May 20, 2019 and appointed as the Company?s Corporate Secretary on April 24, 2020. Mr. Boddy resigned as the Company?s
CEO, Chairman, Corporate Secretary, and director on March 8, 2021.
13. Peter Nguyen was appointed as CFO of the Company on June 27, 2019. Mr. Nguyen resigned as CFO of the Company on May 4,
2021.
Other than as set forth in the foregoing table, the named executive officers and directors have not received,
during the most recently completed financial year, compensation pursuant to any standard arrangement for
the compensation of directors for their services in their capacity as directors, including any additional
amounts payable for committee participation or special assignments, any other arrangement, in addition to,
or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors, or
any arrangement for the compensation of directors for services as consultants or experts.
Employment, Consulting and Management Agreements
During the year ended December 31, 2022, the Company had the following Employment, Consulting and
Management Agreements in place:
Management Contract with Partum Advisory Services Corp.
The Company entered into a management agreement (the ?Management Contract?) with Partum Advisory
Services Corp. (?Partum?) of Suite 810 ? 789 West Pender Street, Vancouver, British Columbia, V6C 1H2
dated for reference June 1, 2019, and amended on February 1, 2022, to provide certain corporate and
administrative services to the Company. The Management Contract is for an initial term of 12 months, to
be automatically renewed for further 12-month periods, unless either party provides 90 days? notice of non-
renewal, in which case the Management Contract will terminate. The Management Contract can be
terminated by either party on 30 days? written notice. It can also be terminated by the Company for cause
without prior notice or upon the mutual consent in writing of both parties. If there is a take-over or change
of control of the Company resulting in the termination of the Management Contract, Partum is entitled to
receive an amount equal to six (6) months of fees payable as a lump sum payment due on the day after the
termination date. Subsequent to December 31, 2022, the Partum Management Agreement was assigned to
De Novo Group with an effective date of March 1, 2023.
As of December 31, 2022, other than mentioned above, there are no management functions of the Company
which are to any substantial degree performed by a person or company other than the directors or senior
officers of the Company.
- 5 -
Stock Option Plans and Other Incentive Plans
Stock Option Plan
The Company presently has in place a ?rolling? Stock Option Plan (the ?Stock Option Plan?) whereby the
Company is authorized to grant stock options of up to 10% of its issued and outstanding common shares,
from time to time. The Stock Option Plan was previously approved by the shareholders of the Company on
June 27, 2022 and is next required to be approved at the Company's 2023 annual general meeting of
shareholders.
The Board is of the view that the Stock Option Plan provides the Company with the flexibility to attract and
maintain the services of executives, employees and other service providers in compensation with other
companies in the industry. This Stock Option Plan was established to provide incentive to directors, officers
and employees and consultants. As a 10% rolling plan the aggregate number of common shares issuable as
options under the Stock Option Plan may be up to 10% of the Company?s issued and outstanding common
shares on the date on which an option is granted, less common shares reserved for issuance on exercise of
options then outstanding under the Stock Option Plan. Options granted under the Stock Option Plan are not
exercisable for a period longer than 10 years and the exercise price must be paid in full upon exercise of the
option. The purpose of the Stock Option Plan is to advance the interests of the Company by encouraging
equity participation in the Company through the acquisition of common shares of the Company. The Stock
Option Plan is administered by the Board and options are granted at the discretion of the Board to eligible
optionees (an ?Optionee?).
Eligible Optionees
To be eligible to receive a grant of options under the Stock Option Plan, regulatory authorities require an
Optionee to be either a director, officer, employee, consultant or an employee of a company providing
management or other services to the Company or a subsidiary at the time the option is granted.
Options may be granted only to an individual eligible, or to a non-individual that is wholly-owned by
individuals eligible, for an option grant. If the option is granted to a non-individual, it will not permit any
transfer of its securities, nor issue further securities, to any individual or other entity as long as the option
remains in effect.
Restrictions
The Stock Option Plan is subject to the following restrictions:
1. The Company must not grant an option to a director, employee, consultant, or consultant company (the
?Service Provider?) in any 12-month period that exceeds 5% of the outstanding common shares of the
Company, unless the Company has obtained approval by a majority of the Disinterested Shareholders
(defined below) of the Company;
2. The aggregate number of options granted to a Service Provider conducting investor relations activities
in any 12-month period must not exceed 2% of the outstanding shares calculated at the date of the grant,
without prior Regulatory Approval;
3. The Company must not grant an option to a Consultant in any 12-month period that exceeds 2% of the
outstanding shares calculated at the date of the grant of the option;
4. The aggregate number of common shares reserved for issuance under options granted to Insiders
(defined below) must not exceed 10% of the outstanding shares (in the event that the Plan is amended
to reserve for issuance more than 10% of the outstanding shares) unless the Company has obtained
Disinterested Shareholder Approval to do so;
- 6 -
5. The number of optioned shares issued to Insiders in any 12-month period must not exceed 10% of the
outstanding shares (in the event that the Plan is amended to reserve for issuance more than 10% of the
outstanding shares) unless the Company has obtained Disinterested Shareholder Approval to do so;
6. The issuance to any one Optionee within a 12-month period of a number of common shares must not
exceed 5% of outstanding shares unless the Company has obtained Disinterested Shareholder Approval
to do so;
7. The exercise price of an option previously granted to an Insider must not be reduced, unless the
Company has obtained Disinterested Shareholder Approval to do so; and
8. The Company may implement such procedures and conditions as the Board deems appropriate with
respect to withholding and remitting taxes imposed under applicable law, or the funding of related
amounts for which liability may arise under such applicable law.
Material Terms of the Plan
1. persons who are Service Providers to the Company or its affiliates, or who are providing services to the
Company or its affiliates, are eligible to receive grants of options under the Plan;
2. all options granted under the Plan expire on a date not later than 10 years after the issuance of such
options. However, should the expiry date for an option fall within a trading Blackout Period (as defined
in the Plan, generally meaning circumstances where sensitive negotiations or other like information is
not yet public), within 9 business days following the expiration of a Blackout Period;
3. for options granted to Service Providers, the Company must ensure that the proposed Optionee is a
bona fide Service Provider of the Company or its affiliates;
4. an Option granted to (i) directors or officers will expire 90 days and (ii) to all others including, but not
limited to, employees and consultants, will expire 30 days (or such other time, not to exceed one year,
as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee
at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide
services to the Company, and only to the extent that such Option was vested at the date the Optionee
ceased to be so employed by or to provide services to the Company;
5. if an Optionee dies, any vested option held by him or her at the date of death will become exercisable
by the Optionee?s lawful personal representatives, heirs or executors until the earlier of one year after
the date of death of such Optionee and the date of expiration of the term otherwise applicable to such
option;
6. in the case of an Optionee being dismissed from employment or service for cause, such Optionee?s
options, whether or not vested at the date of dismissal, will immediately terminate without right to
exercise same;
7. the exercise price of each option will be set by the Board on the effective date of the option and will
not be less than the Discounted Market Price (as defined in the Plan);
8. vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service
Provider remaining employed by or continuing to provide services to the Company or its affiliates, as
well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board
from time to time or receiving a satisfactory performance review by the Company or its affiliates during
the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates
during the vesting period;
9. in the event of a take-over bid being made to the shareholders generally, immediately upon receipt of
the notice of the take-over bid, the Company shall notify each Optionee currently holding any Options,
- 7 -
of the full particulars of the take-over bid, and all outstanding options may, notwithstanding the vesting
terms contained in the Plan or any vesting requirements subject to Regulatory Approval; and
10. the Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the
Plan with respect to all Plan shares in respect of options which have not yet been granted under the
Plan.
The Board has determined that, in order to reasonably protect the rights of participants, as a matter of
administration, it is necessary to clarify when amendments to the Plan may be made by the Board without
further shareholder approval. Accordingly, the Board proposes that the Plan also provide the following:
The Board may, without shareholder approval:
a. amend the Plan to correct typographical, grammatical or clerical errors;
b. change the vesting provisions of an option granted under the Plan, if applicable;
c. change the termination provision of an option granted under the Plan if it does not entail an extension
beyond the original expiry date of such option;
d. make such amendments to the Plan as are necessary or desirable to reflect changes to securities laws
applicable to the Company;
e. make such amendments as may otherwise be permitted by regulatory authorities;
f. if the Company becomes listed or quoted on a stock exchange or stock market senior to the CSE, make
such amendments as may be required by the policies of such senior stock exchange or stock market;
and
g. amend the Plan to reduce the benefits that may be granted to Service Providers.
As of December 31, 2022, there were 709,267 stock options granted and outstanding under the Plan.
Restricted Share Unit Plan (Share-Based Awards)
The Board of Directors have adopted a restricted share unit plan (the ?RSU Plan?) providing for the
issuance of restricted share units (?RSUs?) to directors, officers, employees and consultants (?Eligible
Persons?). The RSU Plan reserves for issuance a maximum of 10% of the issued and outstanding shares
at the time of grant.
The RSU Plan provides for granting of RSU?s for the purposes of advancing the interests of the Company
through motivation, attraction and retention of employees, officers, consultants and directors by granting
equity-based compensation incentives, in addition to the Company?s RSU Plan.
RSUs granted pursuant to the RSU Plan will be used to compensate participants for their individual
performance-based achievements and are intended to supplement stock option awards in this respect, the goal
of such grants is to more closely tie awards to individual performance based on established performance
criteria.
As of December 31, 2022, there were no outstanding option-based awards for each Director or NEO.
Exercise of Compensation Securities by Directors and NEOs
The following table sets out all stock options or other compensation securities exercised by directors and
NEOs by the Company or any subsidiary thereof in the year ended December 31, 2022:
- 8 -
Exercise of Compensation Securities by Directors and NEOs
Name and
position
Type of
compensation
security
Number
of
underlying
securities
exercised
(Common
Shares)
Exercise
price per
security ($)
Date of
exercise
Closing
price per
security
on date
of
exercise
($)
Difference
between
exercise
price and
closing price
on date of
exercise
($)
Hunchbackgeek
3 years ago
AGFAF~Agra Ventures Secures Recurring Revenue Stream Via Six-Month Cannabis Offtake Agreement
November 15, 2021
Vancouver, British Columbia / November 15, 2021 (Globe Newswire) – Agra Ventures Ltd. (“AGRA” or the “Company”) (CSE: AGRA) (Frankfurt: PU31) (OTCPK: AGFAF), a growth-oriented and diversified company focused on the international cannabis industry, is pleased to announce that its wholly owned subsidiary, Propagation Services Canada Inc. d.b.a. Boundary Bay Cannabis (“Boundary Bay Cannabis”), has signed a Cannabis Purchase Agreement (the “Offtake Agreement” or “Contract”) with an arm’s length third party (the “Purchaser”). The Offtake Agreement specifies the recurring monthly purchase of a defined minimum quantity of cannabis in dried flower form, with a minimum range of THC content, terpenes and other specifications. Due to the confidentiality clause within the Offtake Agreement, no specific price, volume or other such information can be disclosed by either the Company and its affiliates or by the Purchaser.
Subject to other terms and conditions, the Contract has an initial term of six months, with a renewal term of equal length if not terminated by either party, and a delivery date of the first order of cannabis being on or before November 23, 2021. Entering into the Offtake Agreement marks a significant milestone for the Company as it formalizes the ongoing sale of Boundary Bay Cannabis products grown at the Delta greenhouse complex on a wholesale basis for the first time. Importantly, it establishes a new relationship with the Purchaser, which was originally brokered by a separate third party (the “Broker”) on the Company’s behalf. In exchange for establishing the relationship between Boundary Bay Cannabis to the Purchaser, the Company has agreed to pay the Broker an average rate of 4.9 per cent on all sales over the term of the Contract from Boundary Bay Cannabis to the Purchaser.
Management Commentary:
“I am delighted for Agra Ventures to announce this six-month Offtake Agreement of our cannabis product as we have achieved our goal of generating revenue from the sale of our dried flower. Management expects that this is merely the start of a regular and foundational revenue stream for the Company. This Offtake Agreement is consistent with our previously announced business-to-business sales strategy. In today’s market, licensed producers of cannabis are looking for consistency in the supply of their bulk product and we will be working hard to provide just that,” said Elise Coppens, Chief Executive Officer & Director of Agra Ventures.
“On behalf of the board of directors and management, I would like to thank our employees and advisors at the Delta greenhouse for both growing, harvesting and processing the plants, as well as assisting in the sale process along the way. The team’s talents have been rewarded by this Contract and I see brighter days ahead for Agra Ventures thanks in no small part to their collective efforts with respect to this milestone. I would also like to thank our shareholders and other stakeholders for their patience along the way to reaching this important stage in the Company’s evolution,” said Ms. Coppens.
About AgraFlora Organics International Inc.
Agra Ventures is a growth-oriented and diversified company focused on the international cannabis industry. The company is dedicated to the cultivation, distribution and marketing of high-quality cannabis and cannabis-infused products worldwide. Agra Ventures’ primary asset in Canada is Boundary Bay Cannabis located in Delta, BC, which is one of the largest cannabis greenhouse facilities focused on the cost-optimized cultivation of high-potency cannabis. Abroad, the company’s wholly owned subsidiary, Farmako GmbH, is focused on becoming Europe’s leading distributor of medical cannabis. Farmako currently has active product distribution operations in Germany and expects to commence active operations in the United Kingdom in 2021.
For more information about Agra Ventures, please visit agraventures.com and its profile page on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Nick Kuzyk, Investor Relations
E: ir@agraventures.com
T: (800) 783-6056
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for AgraFlora Organics described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com
Hunchbackgeek
3 years ago
Agra Ventures Subsidiary Farmako Launches New THC and CBD Testkit to German Pharmacies
The Proprietary Testkits Perform Identity Testing of Both THC and CBD in Cannabis Products
Vancouver, British Columbia / October 14, 2021 (Globe Newswire) – Agra Ventures Ltd. (“AGRA” or the “Company”) (CSE: AGRA) (Frankfurt: PU31) (OTCPK: AGFAF), a growth-oriented and diversified company focused on the international cannabis industry, is pleased to announce that its wholly owned subsidiary, Farmako GmbH (“Farmako”), has expanded its portfolio of cannabis identity testing kits to now offer a model (the “New Testkit”) that tests for both tetrahydrocannabinol (“THC”) and cannabidiol (“CBD”). The New Testkit is validated for a broad range of cannabis products, which differentiates it from other available tests, and facilitates the identity testing of different types of cannabis medicines and active pharmaceutical ingredients. It is also cheaper than obtaining test results via thin layer chromatography.
Pharmacies in Germany can now order the New Testkit from Farmako. Each unit combines the testing of both THC and CBD and contains all required material for testing the identity of cannabis in compliance with German pharmacy regulations. While waiting for the result of the THC test, which works with a test strip and a ready-to-use test solution, the CBD test can be conducted via a color test in a second ready-to-use test solution. This sequence saves pharmacists valuable time and each New Testkit also contains a test protocol that can be used by pharmacists for documentation purposes.
The specificity of the New Testkit has been validated by an independent laboratory for THC-dominant, CBD-dominant, THC/CBD balanced flowers, different cannabis extracts, Dronabinol and CBD isolate. This validation process makes Farmako’s New Testkit the broadest applicable testkit in the German market. The New Testkit is a complement to Farmako’s proprietary THC Testkit, which has been available in the market since December of 2020. Additionally, Farmako is launching a CBD-only testkit to complete the portfolio.
“We are proud to launch the New Testkits and are very happy with the early positive feedback from the market. Our biggest goal is to reduce hurdles for cannabis patients, manufacturers, medical and pharmaceutical staff. In order advance cannabis therapy, it is so important to make the work of doctors and pharmacists easier. Therefore, the possibility of conducting identity testing via validated quick-tests is a very important step in making cannabinoid therapy less complicated. We are proud to be one of the driving forces in this movement,” said Katrin Eckmans, Managing Director of Farmako.
“The innovation demonstrated by Katrin and her team at Farmako through the creation and launch of the New Testkits is a great achievement. I am pleased with Farmako’s maturation as a subsidiary of Agra Ventures and applaud the efforts of its staff to add value to the overall organization,” said Elise Coppens, Chief Executive Officer and Director of Agra Ventures. “The strategic evolution of Agra Ventures continues to be positive, based on the progress being made in Germany and the growth occurring at Boundary Bay Cannabis in British Columbia. I look forward to more progress being made and new milestones being achieved in the near future,” added Ms. Coppens.
About Farmako
Farmako GmbH is a GDP certified pharmaceutical wholesaler, focusing on medical cannabis and aiming at facilitating access to reliable cannabinoid therapy to patients with a high burden of suffering as well as providing efficient support to healthcare professionals: via fair prices, reliable product quality and ability to supply as well as efficient service. It already distributes medical cannabis to pharmacies in Germany since March 2019 and is fully licensed in the UK to start distribution operations there in 2021. Farmako is a wholly owned subsidiary of Agra Ventures Ltd. For more information please visit: https://www.farmako-global.com/.
About Agra Ventures Ltd.
Agra Ventures is a growth-oriented and diversified company focused on the international cannabis industry. The company is dedicated to the cultivation, distribution and marketing of high-quality cannabis and cannabis-infused products worldwide. Agra Ventures’ primary asset in Canada is Boundary Bay Cannabis located in Delta, BC, which is one of the largest cannabis greenhouse facilities focused on the cost-optimized cultivation of high-potency cannabis. Abroad, the company’s wholly-owned subsidiary, Farmako GmbH, is focused on becoming Europe’s leading distributor of medical cannabis. Farmako currently has active product distribution operations in Germany and expects to commence active operations in the United Kingdom in 2021.
For more information about Agra Ventures, please visit agraventures.com and its profile page on SEDAR at www.sedar.com
ON BEHALF OF THE BOARD OF DIRECTORS
Nick Kuzyk, Investor Relations
E: ir@agraventures.com
T: (800) 783-6056
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Forward-looking Information Cautionary Statement
Except for statements of historic fact this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan” “expect” “project” “intend” “believe” “anticipate” “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including but not limited to delays or uncertainties with regulatory approvals including that of the CSE. There are uncertainties inherent in forward-looking information including factors beyond the Company’s control. There are no assurances that the business plans for Agra Ventures described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators which are available at www.sedar.com
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FutureInvestor
3 years ago
Things are moving in the right direction,
The Company Has Been Notified of Earning its 43% Share of the First Earn-out Milestone Payment
VANCOUVER, British Columbia, Sept. 08, 2021 (GLOBE NEWSWIRE) — Agra Ventures Ltd. (“AGRA” or the “Company”) (CSE: AGRA) (Frankfurt: PU31) (OTCPK: AGFAF), a growth-oriented and diversified company focused on the international cannabis industry, is pleased to announce that, further to its news release dated April 6, 2021, the Company has received notice from Organigram Holdings Inc. (“Organigram”) that the first of three Edibles & Infusions Corp. (“EIC”) earnout milestones (the “First Milestone”) was satisfied on August 13, 2021.
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The First Milestone was satisfied upon the delivery of EIC-manufactured product to the Alberta recreational cannabis marketplace and triggered the aggregate release of $3,500,000 worth of Organigram common shares (the “Earnout Shares”) to the vendors of EIC. Specifically, AGRA is entitled to receive approximately 43 per cent of the Earnout Shares, or approximately $1,515,000 worth of the Earnout Shares, within 30 days of satisfying the First Milestone. The Earnout Shares are to be issued at the 5-day volume weighted average price of Organigram’s common shares as at the date of issuance.
Further, AGRA is eligible to receive approximately 43 per cent of an additional $9,500,000 of Organigram common shares, receivable upon the EIC business achieving certain earn-out milestones, as listed below:
$7,000,000 to be received in common shares of Organigram upon the successful earning of $15,000,000 in net revenue during the 12 months ended Dec. 31, 2022; and
$2,500,000 to be received in common shares of Organigram on the generation of $7,000,000 in adjusted earnings before interest, taxes, depreciation and amortization for the 12 months ended Dec. 31, 2022.
Management Commentary:
“The achievement of the First Milestone and related payment highlights the ‘Cannabis 2.0’ platform that was incubated by the Company. Also, it is a testament to the Company’s bench strength and to what AGRA hopes to achieve going forward. Management is squarely focused on AGRA’s three pillars of growth: Boundary Bay Cannabis in Delta, BC, Farmako GmbH in Germany, as well as the pursuit of an arrangement to enter the US cannabis market,” said Elise Coppens, CEO & Director of Agra Ventures.
Hunchbackgeek
3 years ago
August/30/2021 Agra Ventures Provides Highlights and Commercial Outlook......
"Agra Ventures Provides Cannabis Crop Highlights and Commercial Outlook"
Accomplished Master Growing Consultant Secured to Assist with the Development of Boundary Bay Cannabis
Vancouver, British Columbia / August 30, 2021 (Globe Newswire) – Agra Ventures Ltd. (“AGRA” or the “Company”) (CSE: AGRA) (Frankfurt: PU31) (OTCPK: AGFAF), a growth-oriented and diversified company focused on the international cannabis industry, is pleased to announce that it has received the test results (the “Test Results”) from the four successful batches that comprise the recent crop of cannabis grown and harvested at its Delta greenhouse complex. The Company submitted five strain samples – Mimosa, Motor Breath, Purple Punch, Rogue Gelato and Thrive – to an independent, Ontario-based laboratory to test each one for THC content, CBD content and moisture level. For the Mimosa strain, as an example, the THC level was reported to be 21.17%, with accompanying CBD and moisture levels appropriate for the sample.
Subject to changing supply and demand dynamics in the market-based pricing environment, AGRA is in the process of determining which strains may be sold as dried bulk flower and which may be sold for use in extracts. These determinations are expected to be made in the near term and are also currently subject to ongoing negotiations with third parties. As previously announced, all crop sales will be made on a wholesale business-to-business basis to a Canadian licensed producer of cannabis until such a time that the Company is both in possession of a sales license from Health Canada and deems the retail sales channel to be part of its competitive strategy. The Company expects to provide an update on the sale of the crop, in whole or in part, at its earliest convenience, which may be subject to certain limitations for competitive or confidentiality reasons depending on each counterparty.
Master Growing Consultant
The Company is also pleased to announce that it has recently engaged Michael Chyczij as its Master Growing Consultant. Based in Vancouver, Mr. Chyczij has been engaged for an initial term of six months to assist AGRA with the development of Boundary Bay Cannabis products at the Delta greenhouse complex. Over his career to date, Michael has served several functions in the cannabis industry. He began experimenting with various cultivation methodologies and growing techniques 25 years ago. Mr. Chyczij’s YouTube channel, Green Grow Spaces, focuses on empowering medical patients with the tools required to cultivate cannabis and has over 20,000 subscribers with over 1.5 million views.
Michael was also instrumental in the developed of an in-depth education and training program for Canna Cabana – one of Canada’s leading retailers of recreational cannabis. From 2019-2021, he worked with Mount Royal University as an instructor and course developer, while also sitting on the advisory board for the faculty of Continuing Education, with a focus on commercial cannabis cultivation. With CannaReps, Mr. Chyczij has served as a Cannabis Sommelier instructor, as well as spearheaded the development of the “Living Soil at Home” cultivation course. Most recently, he consulted for Health Education and Research of Botanical Sciences Ltd., a medical cannabis producer with a 15-acre outdoor facility in Westmoreland, Jamaica.
ABOUT AGRA VENTURES
Agra Ventures Ltd. (“AGRA” or “the Company”) is a growth-oriented and diversified company focused on the international cannabis industry. The Company is dedicated to the cultivation, distribution and marketing of high-quality cannabis and cannabis-infused products worldwide. AGRA’s primary asset in Canada is Boundary Bay Cannabis located in Delta, BC, which is one of the largest cannabis greenhouse facilities focused on the cost-optimized cultivation of high-potency cannabis. Abroad, the Company’s wholly-owned subsidiary, Farmako GmbH, is focused on becoming Europe’s leading distributor of medical cannabis. Farmako currently has active product distribution operations in Germany and expects to commence active operations in the United Kingdom in 2021.
For more information about Agra Ventures, please visit agraventures.com and its profile page on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Nick Kuzyk, Investor Relations
E: ir@agraventures.com
T: (800) 783-6056
For French inquiries:
Maricom Inc.
Remy Scalabrini
E: rs@maricom.ca
T: (888) 585-MARI
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Forward-looking Information Cautionary Statement
Except for statements of historic fact this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan” “expect” “project” “intend” “believe” “anticipate” “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including but not limited to delays or uncertainties with regulatory approvals including that of the CSE. There are uncertainties inherent in forward-looking information including factors beyond the Company’s control. There are no assurances that the business plans for Agra Ventures described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators which are available at www.sedar.com
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