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TSXV – RSL.V
VANCOUVER, March 16, 2018 /CNW/ - Royal Sapphire
Corp. (TSXV – RSL.V) ("Royal Sapphire" or the
"Company") announces that it has entered into an arms-length
letter of intent with PureSinse Inc. ("PureSinse") dated
March 16, 2018 pursuant to which the
Company and PureSinse will move forward with a business combination
(the "Transaction").
PureSinse is a privately held life sciences cannabis company
based in Toronto and incorporated
under the laws of Ontario. The
company is a licensed producer under the Access to Cannabis
for Medical Purposes Regulations (ACMPR) and is focused on
producing premium quality cannabis products for medical, wellness,
and future legal adult recreational use, from its state-of-the-art
facility located in Brampton,
Ontario. PureSinse's main site is an 18,000 square foot
facility, that will soon be a hub for processing, production,
R&D, and distribution, located in the heart of the Greater Toronto Area. Utilizing modern
commercial horticulture and hydroponic techniques, the site is
expected to produce over 4,000 kg of premium quality dried cannabis
per year and will be looking to significantly expand output in the
near term.
"We are looking forward to the next stages of growth for
PureSinse leveraging the public markets and executing an aggressive
vertically-integrated business model where it is our intention to
quickly become one of the leading cannabis brands both nationally
and internationally. We will initiate our roll-out from our
distribution, packaging, processing, and production hub located not
far from the Toronto international
airport and major thruways," commented Malay Panchal, Chief
Executive Officer and Chairman of PureSinse. "Through partnerships
and strategic relationships across all retail and B2B channels, and
a comprehensive quality assurance process, we look to become the
most trusted source for quality cannabis products delivered with an
exceptional level of customer care through our online store or
through our national and international retail partners," furthered
Mr. Panchal.
It is anticipated that the Transaction will be effected by way
of a plan of arrangement or three-cornered amalgamation under which
the holders of the issued and outstanding common shares of
PureSinse (the "PureSinse Shares") shall receive one common
share in the capital of the Company (a "Company Share") for
each PureSinse Share held, and which will result in PureSinse
becoming a wholly-owned subsidiary of the Company.
On or immediately prior to the completion of the Transaction, it
is anticipated that the Company will (i) change its name to Pure
Global Cannabis Inc.; (ii) complete a 2:1 consolidation of the
Company Shares; and (iii) complete a financing of subscription
receipts (each, a "Subscription Receipt") at a price of
$0.33 per Subscription Receipt, for
minimum aggregate gross proceeds of $8,000,000. Each Subscription Receipt will
convert into one post-consolidation Company Share immediately prior
to the completion of the Transaction. In addition, the Company
intends to complete a financing of a minimum of $2,000,000 of 8% unsecured convertible notes,
which will automatically convert into post-consolidation Company
Shares at $0.33 per Company Share
immediately prior to the completion of the Transaction.
Upon completion of the Transaction, it is anticipated that the
Company will have approximately 144,112,515 Company Shares issued
and outstanding and 173,298,188 on a fully diluted basis, of which
approximately 69,439,131 of the issued and outstanding Company
Shares will be held by former shareholders of PureSinse (97,624,804
on a fully diluted basis).
Use of proceeds is to expand capacity at its current facility,
to fund future growth opportunities and for working capital
purposes.
On closing of the Transaction, it is anticipated that the board
of directors of the Company shall be reconstituted to consist of 5
or 7 board members. Mr. Malay Panchal and Dr. Chandra Panchal will be 2 of the nominees and
the remaining nominees will be determined prior to closing.
Mr. Malay Panchal
Mr. Malay Panchal is the Founder,
Chairman & CEO of PureSinse. Malay is a cannabis industry
entrepreneur and executive bringing over 20 years of
pharmaceutical, marketing and operational experience. Malay brings
extensive knowledge in the health care, medical cannabis, natural
medicine, eCommerce, and mail order pharmacy operational
proficiencies on a global scale. Mr. Panchal has a Bachelor of
Science, Pharmacy from the University of
Toronto.
Dr. Chandra Panchal
Dr.
Panchal is the founder of Axcelon Biopolymers Corp., a
biotechnology company where he also serves as Chairman, CEO and
CSO. From 1989 to 1999, he was Co-Founder, President, and CEO of
Procyon Biopharma Inc., which he took public on the TSXV in 1998
and later on TSX in 2000. Thereafter, Dr. Panchal was CSO at
Procyon until its merger with Cellpep, Inc in 2006. He was then
Senior Executive VP of Business Development at the merged entity,
Ambrilia Biopharma Inc. During his term at Procyon and Ambrilia, he
led several licensing and M&A transactions with pharmaceutical
and biotechnology companies, relating to cancer, woundcare and HIV
drugs developed by the company. Dr. Panchal sits on multiple public
and private company boards and was until recently, a board member
of MaRS Innovation and Avivagen (TSXV:VIV). Dr. Panchal obtained a
PhD in biochemical engineering from Western
University.
As an interim board of directors, Royal Sapphire has appointed
Jay Sujir, Thomas O'Neill and Verlee Webb to the Company's board of
directors. Mr. O'Neill has been appointed as Chief Executive
Officer.
Shareholder approval will not be required according to TSXV
Policy 5.2; as the Transaction is not a "Related Party Transaction"
and no other circumstances exist which may compromise the
independence of the Company or other interested parties.
Further details about the Transaction and the resulting issuer
will be provided in the disclosure document to be prepared and
filed in respect of the Transaction.
Completion of the Transaction is subject to a number of
conditions including but not limited to, acceptance by the Exchange
and if applicable, disinterested shareholder approval. Where
applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the
securities of the Company should be considered highly
speculative.
The Exchange. has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the
contents of this news release.
About PureSinse Inc.
PureSinse Inc. is a privately
held Life Sciences cannabis company based in Toronto and incorporated under the laws of
Ontario. The company is a licensed
producer under the Access to Cannabis for Medical Purposes
Regulations (ACMPR) and is focused on producing premium
quality cannabis products for medical, wellness, and future legal
adult recreational use, from its state-of-the-art facility located
in Brampton, Ontario.
On behalf of Royal Sapphire Corp.
"Thomas
O'Neill"
Chief
Executive Officer
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements.
Statements about the Company's future plans and intentions and
completion of a Transaction. Wherever possible, words such as
"may", "will", "should", "could", "expect", "plan", "intend",
"anticipate", "believe", "estimate", "predict" or "potential" or
the negative or other variations of these words, or similar words
or phrases, have been used to identify these forward-looking
statements. These statements reflect management's current beliefs
and are based on information currently available to management as
at the date hereof.
Forward-looking statements involve significant risk,
uncertainties and assumptions. Many factors could cause actual
results, performance or achievements to differ materially from the
results discussed or implied in the forward-looking statements.
These factors should be considered carefully and readers should not
place undue reliance on the forward-looking statements. Although
the forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions,
the Company cannot assure readers that actual results will be
consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this press
release, and the Company assumes no obligation to update or revise
them to reflect new events or circumstances, except as required by
law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Royal Sapphire Corp.