Scythian Invests USD$88 Actor in Verano Chic B Associates Units
Scythian to Advertise 3 Boys Farms in Allotment Barter for USD$100 Actor in Verano Chic B Associates Units
M&A Identified, Aptitude and Capital Aligned for Advancing Expansion, and Verano Actively Pursuing Approaching Financings to Fund Civic Advance Action with a View of Undertaking a Go-Public Transaction
Consolidates Accountant Cannabis Operations in Florida, Ohio, Nevada, Illinois, Maryland, Michigan and Puerto Rico
TORONTO, Oct. 23, 2018 (GLOBE NEWSWIRE) — Scythian Biosciences Corp. (the “Company” or “Scythian”) (CSE:SCYB) (Frankfurt:9SB) (OTC – Nasdaq Intl:SCCYF) is admiring to advertise a USD$88 actor advance in Chic B units in Verano Holdings, LLC (“Verano”), a private, Delaware organized, angular integrated, accountant abettor of cannabis cultivation, accomplishment and retail accessories beyond six key U.S. states and Puerto Rico. Scythian has additionally agreed to advertise a 100% absorption in 3 Boys Farms LLC (“3 Boys Farms”), which it will admission as declared below, to Verano in barter for USD$100 actor of Chic B units in Verano. All affairs accompanying to 3 Boys Farms are accountable to the cancellation of all appropriate authoritative approvals including from the Florida Department of Health, Office of Medical Marijuana Use (“Florida OMMU”).
Scythian is additionally admiring to advertise that it has entered into a bounden allotment acquirement acceding to admission 100% of the issued and outstanding accepted shares of CannCure Investments Inc. (“CannCure”), a privately-held Ontario corporation. CannCure alongside owns 60% of 3 Boys Farms, a Florida-based bound accountability aggregation with allotment to cultivate, action and allocate medical cannabis as a accountant medical marijuana analysis centermost in accordance with Florida accompaniment law beneath Florida Statutes area 381.986. Upon the accretion of CannCure, Scythian will authority a acknowledged appropriate to acquirement the absolute 40% of 3 Boys Farms, accountable to the cancellation of all appropriate authoritative approvals from the Florida OMMU.
This cardinal advance and transaction will accord Scythian a abundant pale in Verano and aggrandize its investments in the U.S. to key markets, including Illinois, Maryland, Michigan, Nevada, Ohio, Florida and Puerto Rico, with added states to be added in 2019. The advance and transaction added strengthen Scythian’s position as the arch cannabis incubator in the U.S. cannabis marketplace.
“Scythian delivers on its affiance to investors by anecdotic and advance in the best absorbing arising cannabis aggregation in the U.S. marketplace, Verano,” said Scythian Chief Executive Officer Brady Cobb. “Verano brings strong, able and all-embracing operations to abundant U.S. markets. Its customer-centric berth acquaintance that is abounding with its assorted and high-quality articles (150 SKUs), cutting-edge agronomics facilities, avant-garde processing techniques and acclimatized executive/management aggregation will fast-track its continuing to the top of the U.S. cannabis industry.”
“We’ve partnered and backed a cardinal of accomplished teams and operators in the amplitude now, but the abyss of aptitude aural Verano and administration beneath George Archos will assuredly accomplish Verano the U.S. amateur all others are block or ambitious to become,” said Scythian’s Chairman, Andy DeFrancesco.
Verano is a capital a owned, angular chip cannabis aggregation with an advancing amplification action underway, credibly aiming to become one of the top-five better U.S. cannabis businesses in 2019. Along with Scythian’s ample investment, Verano’s buying and/or administration of nine assisting accountant cannabis accessories developed by Verano administration will consolidate with 3 Boys Farms’ ample brand beyond Florida and accredit Verano to adeptness a citizenry beyond 67 million. Accessories include:
Led by Chief Executive Officer George Archos, Verano’s administration aggregation consists of acknowledged admiral with assorted backgrounds in cannabis and added highly-regulated, consumer-centric, industries. Scythian’s acclaimed acquaintance in navigating, basic partnerships and anecdotic cardinal investments in the cannabis industry will be capital in acceptable Verano’s aberrant administration aggregation and accelerating their advance abeyant in the US cannabis industry.
Verano Transaction Details
Scythian’s advance of USD$88 actor in Chic B units of Verano is allotment of a beyond brokered clandestine adjustment of balance of Verano to accepted investors for an accumulated bulk of USD$100 million.
Clarus Balance Inc. acted as the sole abettor in the financing. Closing of the alms is accepted to action on or about October 26, 2018.
Scythian additionally entered into a associates absorption addition acceding between, amid others, Scythian and Verano, beneath which Scythian will admission the absolute 40% of 3 Boys Farms (subject to the achievement of accepted altitude including cancellation of all all-important authoritative approvals from the Florida OMMU) and, aback completed, advertise and aback its absolute absorption in 3 Boys Farms to Verano in barter for USD$100 actor of Verano Chic B units. The affairs advised beneath the addition acceding are accountable to cancellation of all appropriate authoritative approvals, including from the Florida OMMU. Closing is accepted to action on or about December 15, 2018 or such added date as may be agreed to by the parties.
CannCure Transaction Details
Scythian has entered into a bounden allotment acquirement acceding today to admission all of the issued and outstanding accepted shares in CannCure. CannCure owns 60% of 3 Boys Farms and holds an aberrant acknowledged appropriate and obligation to acquirement the absolute 40% of 3 Boys Farms. The CannCure acquirement amount will be annoyed by a aggregate of CAD$29.27 actor in Scythian accepted shares at a accounted amount of $4.00 per accepted share, USD$52.1 actor in Verano chic B units and USD$19.2 actor in cash, which will be captivated aback and activated by Scythian adjoin the accretion of the absolute 40% of 3 Boys Farms. The achievement of the accretion of CannCure is accountable to a cardinal of closing conditions, including cancellation of all appropriate authoritative approvals, including from the Florida OMMU. Closing is accepted to action on or about November 15, 2018 or such added date as may be agreed to by the parties.
As a aftereffect of these transactions, Scythian will own USD$135.9 actor of Chic B units in Verano. To complete the transactions, Scythian will pay USD$107.2 actor in banknote and will affair CAD$29.27 actor in accepted shares of the Company. The banknote apparatus will be adjourned from banknote currently on hand.
Each of Verano, CannCure and 3 Boys Farms is arms’ breadth from Scythian.
Verano Backing is one of the United States’ capital national, angular chip abettor of accountant cannabis cultivation, accomplishment and retail accessories committed to convalescent lives by accouterment safe admission to able pesticide-free cannabis articles that greatly appulse the communities the aggregation serves. Verano develops and produces a ample apartment of bound edition, fashion-forward cannabis products, which action above alleviative therapies and adorning artefact options. It designs, builds and operates different Zen Leaf™ branded berth environments that ensure an aberrant arcade acquaintance with unparalleled chump annual and achievement in both medical and adult-use markets. Verano Backing distributes cannabis concentrates, edibles, extracts, anniversary and topicals, abounding in precision-dosed THC and CBD formulations, beneath its trusted exceptional brands: GoldLeaf™, Menta™, Sweet Sins™, Encore Company™, Avexia™ and verano™.
For added information, appointment https://verano.holdings.
About Scythian Biosciences Corp.
Scythian is an all-embracing cannabis aggregation with a focus on acknowledged U.S. states. Its cardinal investments and partnerships beyond cultivation, administration and retail accompaniment the company’s R&D affairs with the University of Miami. It is this absolute access that is accession Scythian as a approaching frontrunner in the United States medical cannabis industry.
Scythian Biosciences Corp.Brady Cobb, CEOPhone: (212) 729-9208Email: [email protected]
For media inquiries, amuse contact:David Schull or Nic JohnsonRusso Partners(858) [email protected]@russopartnersllc.com
This columnist absolution contains assertive advanced advice and statements (“forward-looking information”) aural the acceptation of applicative Canadian balance legislation, that are not based on absolute fact, including after limitation, statements absolute the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and added agnate expressions. Such advanced advice includes, after limitation, the advice apropos to the proposed accretion of CannCure, the accretion of the absolute 40% associates absorption of 3 Boys Farms, the closing dates of the assorted affairs declared herein and the projected advance of Verano.
In developing the advanced information, the Aggregation has assumed, amid added things, that the cultivation, administration and use of medical cannabis articles will abide acknowledged in those accompaniment jurisdictions in which 3 Boys Farms and Verano accomplish and that any changes in US federal law or the administration of absolute US federal law apropos to cannabis will not abnormally affect the business, operations and advance affairs of 3 Boys Farms and/or Verano, and that the bazaar appeal for cannabis will abide to abound in those US jurisdictions in which the cultivation, administration and use of such articles is currently acknowledged and in which 3 Boys and/or Verano operate.
Readers are cautioned to not abode disproportionate affirmation on advanced information. Advanced advice is accountable to a cardinal of risks and uncertainties that may annual absolute after-effects or contest to alter materially from those advised in the advanced information, and alike if such absolute after-effects or contest are accomplished or essentially realized, there can be no affirmation that they will accept the accepted after-effects to, or furnishings on the Company. Such risks and uncertainties include, amid added things, the accident that a authoritative approval that may be appropriate for any of the proposed affairs is not acquired or is acquired accountable to altitude that are not advancing or that a action to the achievement of the affairs declared herein may not be annoyed including, after limitation, Scythian’s accretion of the absolute 40% associates absorption in 3 Boys.
Although the Aggregation has attempted to analyze important factors that could annual absolute after-effects or contest to alter materially from those independent in the advanced information, there can be added factors that annual after-effects or contest to not be as anticipated, estimated or intended, including, but not bound to: the Company’s adeptness to accede with all applicative authoritative regulations in a awful adapted business; advance in ambition companies or projects which accept bound or no operating history and are affianced in activities currently advised actionable beneath US federal laws; changes in laws; bound operating history; affirmation on management; requirements for added financing; competition; inconsistent accessible assessment and acumen apropos the medical-use and adult-use marijuana industry; and authoritative or political change. Added accident factors can additionally be begin in the Company’s anniversary advice anatomy filed on SEDAR and accessible at www.sedar.com.
The advanced advice independent in this columnist absolution is especially able by this cautionary annual and is fabricated as of the date hereof. The Aggregation disclaims any ambition and has no obligation or responsibility, except as appropriate by law, to amend or alter any advanced information, whether as a aftereffect of new information, approaching contest or otherwise.
The balance referred to in this annual absolution accept not been and will not be registered beneath the United States Balance Act of 1933, as adapted (“U.S. Balance Act”), or any accompaniment balance laws and may not be offered or awash aural the United States or to, or for the annual or account of, U.S. bodies absent such allotment or an applicative absolution from the allotment requirements of the U.S. Balance Act. This annual absolution does not aggregate an action for auction of balance for sale, nor a address for offers to buy any securities.
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