TORONTO–(BUSINESS WIRE)–Bluma Wellness Inc. (formerly Goldstream Minerals Inc.) (the “Company” or “Bluma”) is pleased to announce the closing of its previously announced reverse takeover transaction (the “RTO”) with CannCure Investments Inc. (“CannCure”). The Company’s common shares (“Bluma Shares”) will commence trading on the Canadian Securities Exchange (the “CSE“) under the symbol “BWEL” once the CSE’s conditions for listing are satisfied and the CSE issues its final exchange bulletin confirming the completion of the RTO.
Bluma is a vertically-integrated, licensed medical cannabis company operating in the State of Florida through its subsidiary, 3 Boys Farm, LLC, doing business as “One Plant Florida” (“One Plant Florida”).
One Plant Florida cultivates and processes its premium cannabis flower at the company’s new 54,000 square foot Nexus greenhouse facility in Indiantown, Florida, and at its 24,000 square foot Ruskin, Florida greenhouse facility. One Plant Florida also operates three (3) retail dispensaries in Boynton Beach, Florida, Jacksonville Beach, Florida and St. Petersburg, Florida, and each location offers a consumer-friendly in-store experience, the state’s first approved curbside pickup network, and an innovative next-day door-to-door e-commerce home delivery service. One Plant Florida intends to open an additional seven (7) retail dispensaries and delivery hubs throughout the state by November 2020 (subject to the receipt of all required approvals from the Florida Office of Medical Marijuana Use), with its next opening scheduled to occur on or before June 30, 2020 in Port St. Lucie, Florida. Bluma may in the future expand into other states in which the production, distribution and use of cannabis is permitted under state law, as strategic opportunities are presented and as deemed appropriate by management.
“I am so proud to lead this team of experienced growers and cannabis professionals in Florida, and we are firmly committed to responsibly scaling up our cultivation, processing and retail operations through the balance of 2020 and into 2021, all the while remaining true to our mission statement of cultivating a remarkable experience for Florida’s patients through growing and dispensing exceptional cannabis,” said CEO Brady Cobb. “With our first harvest from our new Nexus Greenhouse in Indiantown expected to reach our dispensaries and delivery hubs in mid-July, we will transition from harvesting approximately 300 pounds of flower per month to 1,300 pounds per month, and our retail locations and delivery fleet will ramp up to match this supply increase.”
New Board and Management
In connection with the closing of the RTO, the board of directors of the Company was reconstituted to consist of Messrs. Brady Cobb, Chad Moss, Adam Wilks and Michael Bondurant. Messrs. Cobb and Bondurant will also serve as Chief Executive Officer and Chief Strategy Officer, respectively. Mr. Harry Rosenfeld has been appointed the Company’s Chief Financial Officer, Mr. Michael Smuts as the Chief Operating Officer and Mr. Chris Polaszek as Chief Legal Officer and Corporate Secretary. Additional information regarding the business of the Company and the biographical details of management and the board of directors can be found in the Company’s CSE Form 2A Listing Statement, which will be filed on SEDAR prior to the commencement of trading of the Bluma Shares on the CSE.
Reverse Takeover Transaction
The RTO was effected by way of a “three-cornered” amalgamation involving the Company, CannCure and a wholly-owned subsidiary of the Company under the Business Corporations Act (Ontario) (the “Amalgamation”). As a result of the Amalgamation, (i) all CannCure common shares (“CannCure Shares”) were exchanged for Bluma Shares on a 1:1 basis; and (ii) all outstanding warrants and convertible debentures to purchase CannCure Shares were exchanged on an equivalent basis for warrants and convertible debentures to purchase Bluma Shares. The amalgamated corporation is “CannCure Investments Inc.” and is a wholly owned subsidiary of the Company.
As a result of the completion of the RTO, former shareholders of CannCure now hold approximately 98.18% of the issued and outstanding Bluma Shares, and pre-RTO shareholders of Bluma now hold 1.82% of the Bluma Shares, in each case, on a non-diluted basis, based on an aggregate of 82,780,962 Bluma Shares currently issued and outstanding. Due to certain contractual lock-up arrangements approved by former CannCure shareholders, an aggregate of 77,800,000 Bluma Shares issued to former CannCure shareholders were locked up from trading. As agreed to and approved by CannCure shareholders, an aggregate of 5,835,000 Bluma Shares were released from lock-up on closing of the RTO (the “Closing Date”), and, unless permitted by the Company, the remaining locked up Bluma Shares will be released as follows: 7,780,000 Bluma Shares will be released 90 days from the Closing Date, an additional 9,725,000 Bluma Shares will be released 180 days from the Closing Date, an additional 11,670,000 Bluma Shares will be released 270 days from the Closing Date, an additional 19,450,000 Bluma Shares will be released 365 days from the Closing Date, and the remaining balance of locked up Bluma Shares will be released 455 days from the Closing Date.
Early Warning Disclosure
In connection with the closing of the RTO, SOL Global Investments Corp. (“SOL Global”) (CSE:SOL) received an aggregate of 16,067,269 Bluma Shares and 6,450,000 warrants, with each such warrant exercisable to purchase one (1) Bluma Share (the “Bluma Warrants”). The Bluma Warrants issued to SOL Global are subject to an exercise restriction that prevents SOL Global from any exercise of Bluma Warrants that would result in SOL Global beneficially owning, or having control or direction over 20% or more of the issued and outstanding Bluma Shares, on a post-conversion basis.
As a result, SOL Global holds 19.41% of the issued and outstanding Bluma Shares on a non-diluted basis and 19.99% of the Bluma Shares on a partially diluted basis.
In addition, SOL Global holds non-controlling limited partnership interests in independent investment entities resulting in additional economic exposure to SOL Global in an aggregate of 24,375,000Bluma Shares and 12.5% unsecured convertible debentures of Bluma in the aggregate amount of $US8,652,000.
SOL Global is a diversified investment and private equity holding company engaged in the small and mid-cap sectors. SOL Global’s investment partnerships range from minority positions to large strategic holdings with active advisory mandates. SOL Global’s seven primary business segments include Retail, Agriculture, QSR & Hospitality, Media Technology & Gaming, Energy, and New Age Wellness. The Bluma Shares and Bluma Warrants were acquired as a result of the RTO. SOL Global may, depending on market and other conditions, increase or decrease its beneficial ownership in Bluma’s securities, whether in transactions over the open market, by privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
An early warning report prepared pursuant to the requirements of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues by SOL Global will be filed on SEDAR at www.sedar.com under the Company’s profile. A copy of the early warning report filed by SOL Global may be obtained by contacting Mr. Paul Kania at email@example.com.
The Company’s securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirement. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws including the listing of the Bluma Shares on the CSE as well as information relating to the Company and its strategic plans. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things: risks relating to cannabis being illegal under US federal law and risks of US federal enforcement actions related to cannabis activities; the Company’s ability to comply with all applicable governmental regulations in a highly regulated business; negative changes in the political environment or in the regulation of medical cannabis in the state of Florida; the risk of any disruptions to the Company’s business and operations as a result of the COVID-19 pandemic; negative shifts in public opinion and perception of the cannabis industry and cannabis consumption; increasing competition in the industry; risks of product liability and other safety-related liability as a result of usage of the Company’s cannabis products; the Company’s limited operating history with no assurance of profitability; the ability of the Company to access future financing if needed or on terms acceptable to the Company; the risk of defaulting on its existing debt; risk of shortages of or price increases in key inputs, suppliers and skilled labor; the risks inherent in running agricultural operations such as pests and crop failure; loss of licenses; reliance on key personnel; cybersecurity risks; constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks and risk of litigation.
The forward-looking information in this press release are made as of the date of this release. The Company does not undertake any obligation to update forward-looking information except as required by applicable securities laws.