Top Strike Announces Majority Ownership of Galenas New Jersey LLC
14 Enero 2020 - 5:00AM
Top Strike Resources Corp. d.b.a. "Vencanna Ventures" (the
"
Corporation" or "
Vencanna")
(CSE:VENI; OTCQB: TPPRF) is pleased to announce a majority
ownership in Galenas New Jersey LLC ("
Galenas
NJ"). The Corporation has purchased an additional
45% interest in Galenas NJ for cash consideration of US$100,000 and
the issuance of 2.22 million Vencanna common shares (the
"
Investment"). The additional interest was
purchased from Medical Investor Holdings, LLC (d.b.a Vertical
Companies) ("
Vertical") and Medical Investment
Fund A LP ("
MIF"). On August 8, 2019, the
Corporation purchased an approximate 15% interest in Galenas NJ for
$90,000. With the Investment, Vencanna now owns upwards of
60% of Galenas NJ.
Galenas NJ is a privately-owned medical
marijuana company holding applications to commence operations in
New Jersey. On or about August 22, 2019, Galenas NJ applied
for a New Jersey cannabis cultivation license and a New Jersey
dispensary license. There is no assurance the applications will be
successful; however, if successful the Investment along with the
initial investment will entitle the Corporation to hold a 60%
interest in the cultivation license and a 54% interest in the
dispensary license.
David McGorman, Chief Executive Officer of
Vencanna, stated: "On December 16, 2019 New Jersey lawmakers
approved, by supermajority, an adult use referendum on their 2020
ballot. New Jersey has just under 9 million residents, making it
the 11th largest state in the U.S. and if the ballot is successful,
they would be the 4th largest adult use state, all the more
compelling given that New Jersey is a limited license state.
A recent poll found that over 60% of New Jersey residents are in
favor of ending cannabis prohibition."
Jon Sharun and Smoke Wallin, directors of
Vencanna, are a partner of MIF and Chairman of Vertical,
respectively. Both Mr. Sharun and Mr. Wallin have abstained
from voting at the director's meeting of Vencanna regarding the
Investment. Due to the involvement of Mr. Sharun, who is a
related party of Vencanna pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the Investment
constitutes a "related party transaction" within the meaning of MI
61-101. In its consideration and approval of the Investment,
the board of directors of Vencanna determined that the Investment
was exempt from the formal valuation and minority approval
requirements of MI 61-101 on the basis that the fair market value
of the Investment, as it relates to related parties, did not exceed
25% of the market capitalization of Vencanna, in accordance with
Sections 5.5 and 5.7 of MI 61-101.
About Vencanna
On September 24, 2018, the Corporation announced
the completion of a recapitalization financing, the appointment of
a new management team and board of directors and commencement of
trading on the CSE. The transactions have transitioned the
Corporation from an oil and gas issuer to a merchant capital firm,
rebranded as "Vencanna Ventures Inc.". The recapitalized
Corporation aims to be a go-to capital provider for early-stage
global cannabis initiatives with an emphasis on strong management
operating in state compliant jurisdictions with barriers to entry.
The Corporation looks to provide investors with a diversified,
high-growth, cannabis investment strategy through strategic
investments focused through-out the value chain (cultivation,
processing and distribution, and including ancillary
businesses).
For further information regarding this news
release, please contact:
David McGormanChief Executive Officer and
Directordavid@vencanna.com
Jason EwasuikVice President,
Originationsjason@vencanna.com
Top Strike Resources Corp.Suite 310, 250 6th Ave.
S.W.Calgary, AB T2P 3H7
Forward-Looking Statements
This news release may include forward-looking
statements including opinions, assumptions, estimates, the
Corporation's assessment of future plans and investment strategy,
and, more particularly, the business plan of the Corporation
including future global cannabis investments, the investment in
Galenas NJ and Galenas NJ's license applications. When used
in this news release, the words "will," "anticipate," "believe,"
"estimate," "expect," "intent," "may," "project," "should," and
similar expressions are intended to be among the statements that
identify forward-looking statements. The forward-looking statements
are founded on the basis of expectations and assumptions made by
the Corporation, including the impact of increasing competition;
timing and amount of capital expenditures; the legislative and
regulatory environments of the jurisdictions where the Corporation
will carry on business, has operations or plans to have operations;
the ability of the Corporation to enter into contracts with
companies to provide financing on acceptable terms; conditions in
general economic and financial markets; and the Corporation's
ability to obtain additional financing on satisfactory terms or at
all. Forward-looking statements are subject to a wide range
of risks and uncertainties, and although the Corporation believes
that the expectations represented by such forward-looking
statements are reasonable, there can be no assurance that such
expectations will be realized.
Any number of important factors could cause
actual results to differ materially from those in the
forward-looking statements including, but not limited to, changes
to global cannabis laws, how the developing U.S. legal regime will
impact the cannabis industry, the ability of the Corporation to
implement its corporate strategy, the state of domestic and
international capital markets, the ability to obtain financing,
changes in general market conditions and other factors more fully
described from time to time in the reports and filings made by the
Corporation with securities regulatory authorities. Except as
required by applicable laws, the Corporation does not undertake any
obligation to publicly update or revise any forward-looking
statements.
Neither the Canadian Securities Exchange
nor its Market Regulator (as that term is defined in the policies
of the Canadian Securities Exchange) accepts responsibility for the
adequacy or accuracy of this news release.
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