Aankondiging • Mar 10
Franchise Cannabis Corp. ("FCC") cancelled the acquisition of Thoughtful Brands Inc. (CNSX : TBI) ("TBI") in a reverse merger transaction. Franchise Cannabis Corp. ("FCC") entered into a binding letter of intent to acquire Thoughtful Brands Inc. (CNSX : TBI) ("TBI") in a reverse merger transaction on January 6, 2021. Under the terms of the Letter of Intent, TBI will consolidate its outstanding share capital on a fifty-for-one basis (the "Consolidation") and will issue 78,400,000 post-consolidation common shares to the existing shareholders of FCC, valuing FCC at approximately CAD 196,000,000. Following completion of the transaction, it is anticipated that current TBI shareholders will hold approximately 10% of the merged company, with the balance held by current shareholders FCC and subscribers in the financing conducted concurrently with the transaction. The Transaction will involve the acquisition of all of the outstanding share capital of FCC by TBI, with the resulting Canadian reporting company being listed on the Canadian Securities Exchange (the "CSE") under the name Franchise Cannabis Corp.
Completion of the Transaction remains subject to a number of conditions, including, but not limited to: negotiation of definitive documentation; receipt of any required regulatory approvals; the approval of the shareholders of TBI and FCC; completion of the Consolidation; completion of the Concurrent Offering for gross proceeds of not less than CAD 10,000,000 and resulting Canadian reporting company being listed on the Canadian Securities Exchange. The Transaction cannot be completed until these conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.The Transaction is expected to be highly-accretive as both companies look to build on their complementary expertise to grow their respective businesses within the United States and Europe.
Canaccord Genuity Corp. acted as financial advisor to FCC and its board of directors. Gowling WLG (Canada) LLP and Irwin Lowy LLP acted as legal advisors to FCC. Fiore Management & Advisory Corp. acted as financial advisor to TBI and its board of directors. Cassels Brock & Blackwell LLP acted as legal advisor to TBI.
Franchise Cannabis Corp. ("FCC") cancelled the acquisition of Thoughtful Brands Inc. (CNSX : TBI) ("TBI") in a reverse merger transaction on March 8, 2021. In connection with termination of the merger transaction with FCC, Thoughtful Brands has agreed to pay FCC CAD 100,000 in cash and to issue FCC 5,000,000 common shares of Thoughtful Brands at a deemed value of $0.05 per share. The common shares will be subject to a four-month-and-one day statutory hold period in accordance with applicable securities laws. Following termination of the transaction, the Company intends to apply to the Canadian Securities Exchange for the reinstatement of trading in its common shares under the existing ticker symbol “TBI” Aankondiging • Jan 09
Franchise Cannabis Corp. ("FCC") entered into a binding letter of intent to acquire Thoughtful Brands Inc. (CNSX : TBI) ("TBI") in a reverse merger transaction. Franchise Cannabis Corp. ("FCC") entered into a binding letter of intent to acquire Thoughtful Brands Inc. (CNSX : TBI) ("TBI") in a reverse merger transaction on January 6, 2021. Under the terms of the Letter of Intent, TBI will consolidate its outstanding share capital on a fifty-for-one basis (the "Consolidation") and will issue 78,400,000 post-consolidation common shares to the existing shareholders of FCC, valuing FCC at approximately CAD 196,000,000. Following completion of the transaction, it is anticipated that current TBI shareholders will hold approximately 10% of the merged company, with the balance held by current shareholders FCC and subscribers in the financing conducted concurrently with the transaction. The Transaction will involve the acquisition of all of the outstanding share capital of FCC by TBI, with the resulting Canadian reporting company being listed on the Canadian Securities Exchange (the "CSE") under the name Franchise Cannabis Corp.
Completion of the Transaction remains subject to a number of conditions, including, but not limited to: negotiation of definitive documentation; receipt of any required regulatory approvals; the approval of the shareholders of TBI and FCC; completion of the Consolidation; completion of the Concurrent Offering for gross proceeds of not less than CAD 10,000,000 and resulting Canadian reporting company being listed on the Canadian Securities Exchange. The Transaction cannot be completed until these conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.The Transaction is expected to be highly-accretive as both companies look to build on their complementary expertise to grow their respective businesses within the United States and Europe.
Canaccord Genuity Corp. acted as financial advisor to FCC and its board of directors. Gowling WLG (Canada) LLP and Irwin Lowy LLP acted as legal advisors to FCC. Fiore Management & Advisory Corp. acted as financial advisor to TBI and its board of directors. Cassels Brock & Blackwell LLP acted as legal advisor to TBI. Aankondiging • Dec 10
Thoughtful Brands, Inc. Appoints Bradley C. Smith as Director Thoughtful Brands Inc. (the 'Company' or 'Thoughtful Brands') announced that it has appointed Bradley C. Smith as a Director of the Company. Mr. Smith is Vice President of Hampstead Private Capital, a merchant bank focused on small to mid-cap, early stage, fast growth companies. Brad leads the media and technology group as well as public relations at Hampstead Private Capital. He currently hosts The Big Bake on Food Network USA & Food Network Canada and owns two restaurants in Toronto. Aankondiging • Nov 14
Thoughtful Brands Inc. (CNSX : TBI) completed the acquisition of American CBD Extraction Corp. Thoughtful Brands Inc. (CNSX : TBI) signed a binding term sheet to acquire American CBD Extraction Corp. for CAD 11 million on September 21, 2020. As of October 20, 2020, Thoughtful Brands Inc. (CNSX : TBI) entered into a definitive agreement to acquire American CBD Extraction Corp. As part of the consideration, Thoughtful Brands proposes to acquire all of the issued and outstanding share capital of, or all of the assets of, American CBD. The consideration will be satisfied with through the issuance of common shares of Thoughtful Brands. The consideration shares shall be paid upfront and subject to an escrow arrangement, from which 25% of the Consideration Shares will be released on the closing date of the Proposed Acquisition, followed by an additional 25% after each subsequent 90-day period. In addition to the Consideration Shares, a bonus of CAD 1,000,000 will be paid to the operating team of American CBD on closing and a CAD 2,000,000 performance milestone payment will be paid to the operating team of American CBD upon the achievement of production and cumulative online sales of over CAD 1,000,000. The bonus and milestone shares will be payable in common shares of the Thoughtful Brands. Closing of the proposed acquisition is subject to American CBD having a minimum cash balance of CAD 2,000,000, less closing costs related to the proposed acquisition (which are not exceed CAD 40,000, debts and liabilities of American CBD not exceeding CAD 250,000 on a consolidated basis, having been granted a seat on the Thoughtful Brands’ Board of Directors, all on the closing of the proposed acquisition and dissent rights limited.
Thoughtful Brands Inc. (CNSX : TBI) completed the acquisition of American CBD Extraction Corp. on November 13, 2020. Aankondiging • Nov 03
Thoughtful Brands Inc. Appoints Geoff Balderson as Chief Financial Officer Thoughtful Brands Inc. announced that, effective immediately, Mr. Geoff Balderson has been appointed as Chief Financial Officer of the Company. Mr. Balderson has over 20 years of capital markets experience having worked for both private and public corporations. Mr. Balderson is a senior officer and director of several TSX Venture Exchange and Canadian Securities Exchange listed companies. Mr. Balderson is the President of Harmony Corporate Services Ltd., a private consulting company that advises public companies, and provides accounting, filing and corporate secretarial services to a multitude of publicly listed companies. Aankondiging • Sep 30
Mota Ventures Corp. (CNSX:MOTA) signed a letter of intent to acquire VIDA BCN LABS SL and Sativida OU from Sativida SL for €15 million. Mota Ventures Corp. (CNSX:MOTA) signed a letter of intent to acquire VIDA BCN LABS SL and Sativida OU from Sativida SL on December 13, 2019. Mota Ventures entered into an agreement to acquire VIDA BCN LABS SL and Sativida OU from Sativida SL for €15 million on January 9, 2020. The consideration will be payable by issuing the common shares of Mota Ventures Corp. worth €2 million and earn out which is dependent upon the financial performance of VIDA BCN LABS SL/Sativida OU is €13 million. Completion of any transaction with Sativida remains subject to negotiation of definitive agreement, completion of customary due diligence and any required regulatory approval. As on March 21, 2020, the transaction is expected to close in next seven days. Loyra Abogados acted as legal adviser for Mota Ventures Corp in the transaction. Aankondiging • Sep 24
Thoughtful Brands Inc. announced that it has received CAD 0.6 million in funding from Franchise Cannabis Corp. On September 22, 2020, Thoughtful Brands Inc. (CNSX:TBI) closed the transaction. The company ahs issued 3,000,000 units for gross proceeds of CAD 600,000. The transaction has been oversubscribed. The company also issued 30,000 common shares to an arms-length party who assisted in facilitating the transaction. Aankondiging • Sep 23
Thoughtful Brands Inc. (CNSX : TBI) signed a binding term sheet to acquire American CBD Extraction Corp. for CAD 11 million. Thoughtful Brands Inc. (CNSX : TBI) signed a binding term sheet to acquire American CBD Extraction Corp. for CAD 11 million on September 21, 2020. As part of the consideration, Thoughtful Brands proposes to acquire all of the issued and outstanding share capital of, or all of the assets of, American CBD. The consideration will be satisfied with through the issuance of common shares of Thoughtful Brands. The consideration shares shall be paid upfront and subject to an escrow arrangement, from which 25% of the Consideration Shares will be released on the closing date of the Proposed Acquisition, followed by an additional 25% after each subsequent 90-day period. In addition to the Consideration Shares, a bonus of CAD 1,000,000 will be paid to the operating team of American CBD on closing and a CAD 2,000,000 performance milestone payment will be paid to the operating team of American CBD upon the achievement of production and cumulative online sales of over CAD 1,000,000. The bonus and milestone shares will be payable in common shares of the Thoughtful Brands. Closing of the proposed acquisition is subject to American CBD (a) having a minimum cash balance of CAD 2,000,000, less closing costs related to the proposed acquisition (which are not exceed CAD 40,000); (b) having no debts or liabilities; and (c) having been granted a seat on the Thoughtful Brands’ Board of Directors, all on the closing of the proposed acquisition. Aankondiging • Sep 22
Thoughtful Brands Inc. Announces the Resignation of Szascha Lim as Chief Financial Officer Thoughtful Brands Inc. announced the resignation of Szascha Lim as Chief Financial Officer. The role will be fulfilled once the appropriate person is found. Aankondiging • Sep 09
Thoughtful Brands Inc. announced that it expects to receive CAD 0.5 million in funding from Franchise Cannabis Corp. Thoughtful Brands Inc. (CNSX:TBI) announced a private placement of up to 2,500,000 units to be issued at a price of CAD 0.20 per unit, for gross proceeds of up to CAD 500,000 on September 8, 2020. Each unit will consist of one common share of the company and one common share purchase warrant, exercisable for a period of 24 months at the price of CAD 0.28 each. The transaction includes participation from existing investor Franchise Cannabis Corp. All securities to be issued in the transaction are subject to a hold period of four months and one day. Aankondiging • Jul 31
Mota Ventures Corp. (CNSX:MOTA) acquired 20% stake in Folium Life Science Inc. for $8.3 million. Mota Ventures Corp. (CNSX:MOTA) acquired 20% stake in Folium Life Science Inc. for $8.3 million on April 7, 2020. In consideration Mota Ventures Corp. has issued 21 million common shares. Mota Ventures Corp. has also issued 0.21 million common shares to a consultant who assisted with the acquisition.
Mota Ventures Corp. (CNSX:MOTA) completed the acquisition of 20% stake in Folium Life Science Inc. on April 7, 2020. Aankondiging • Jul 23
Mota Ventures Corp. announced that it expects to receive CAD 0.5 million in funding from Franchise Cannabis Corp. Mota Ventures Corp. (CNSX:MOTA) announced a private placement of up to 1,785,714 units to be issued at a price of CAD 0.28 each, for gross proceeds of up to CAD 500,000 on July 22, 2020. Each unit will consist of one common share of the company and one common share purchase warrant, exercisable for a period of 24 months at the price of CAD 0.38 each. The transaction includes participation from new investor Franchise Cannabis Corp. All securities to be issued in the transaction are subject to a hold period of four months and one day.