Brigadier Receives Conditional Approval for its Change of Business Transaction
Vancouver, British Columbia--(Newsfile Corp. - November 26, 2019) - Brigadier Gold Limited (TSXV: BRG.H) (the "Corporation") is pleased to announce that it has received conditional approval from the Canadian Securities Exchange (the "CSE") for its change of business transaction (the "Proposed COB"). Final acceptance will be subject to receipt of shareholder approval and completion of certain other conditions, including delivery of completed application documentation and closing of the previously announced private placement offering of units ("Units") for aggregate gross proceeds of a minimum of CAD$2,000,000, with each Unit comprising one (1) common share of the Corporation and one-half (1/2) of one common share purchase warrant, for a price of $0.25 per Unit. Each whole purchase warrant will be exercisable for one common share of the Resulting Issuer (as defined below) for a price of $0.50 per common share for a period of one year.
Following completion of the Proposed COB, the Corporation will commence trading under the name Canrim Growth Group Inc. and under the symbol "CBDA" (the "Resulting Issuer"). As previously described in the news releases of the Corporation dated June 17, 2019, August 21, 2019 and October 7, 2019, the Resulting Issuer's initial portfolio will comprise an investment of up to 75% equity ownership ( on a post-converted, fully diluted basis) in CBD Group Asia Limited ("CGA") and strategic investment/partnership with Natural Source Group Pte Limited ("NSG"). The Resulting Issuer will actively seek additional investment opportunities that will create long-term value for its shareholders.
"Asia, and China in particular, represent an early-stage, multibillion-dollar market opportunity in cannabis and cannabis derivatives," remarked Ranjeet Sundher, President, Chief Executive Officer and a director of the Corporation. "According to Hong Kong-based investment company Regent Pacific Group, the cannabidiol ("CBD") market in China alone is forecasted to be worth $15-billion (USD) by 2024, citing beauty and wellness as the main drivers. We anticipate CGA's first-mover status to be a critical success factor as it enters what is projected to be a near-term high-growth segment in Asian markets and which we expect will yield a multitude of additional investment opportunities aligned with the Resulting Issuer's strategy and profile."
CGA Business Updates
James Foster, CEO of CGA and incoming board member of the Resulting Issuer was a keynote speaker at the China Hemp Association's "Hemp CBD" conference in Harbin, HeiLongJiang, China last weekend. His topic was "Investing in China's Emerging CBD Sector utilizing Public Markets". Industry leaders from across China as well as globally were in attendance to gain further insight into what will become the global centre for CBD and its use in cosmetic, health and other products in China and elsewhere.
As previously announced, CBD Group Asia Limited ("CGA") has entered into joint-venture arrangements with two leading North American cannabidiol ("CBD") cosmetics and skin-care manufacturers, AgraFlora Organics International Inc. ("AgraFlora") and Allied Corp. ("Allied").
Initial distribution of AgraFlora's existing product lines has commenced through CGA's distribution partners. Furthermore, CGA is developing, in partnership with AgraFlora, new product lines specific to Asia to further expand upon their sales revenue and product scope. CGA and Allied are currently developing products to comply with applicable regulations in China and elsewhere in Asia which will be sold through their distribution chains. CGA's management is hopeful that sales of these products will begin before the end of 2019.
CGA's CEO James Foster remarked, "Initial control group testing and sales activity have indicated a strong market exists for the portfolio products of CGA. Following investment upon closing of Proposed COB by Canrim, we will be prepared to expand our operations significantly to truly realize the potential of our first mover advantage as a CBD product distribution company operating in China."
Trading in the common shares of the Corporation will remain halted pending completion of the Proposed COB.
The Corporation currently expects to hold a special meeting of shareholders in early-to mid January to approve the Proposed COB and related matters. The information circular relating to this meeting will be filed under the Corporation's profile on www.sedar.com on the date of mailing to registered holders.
The Corporation also announces that it has entered into amending agreements with CGA and NSG to extend the term of the respective investment agreements to April 30, 2020.
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Completion of the Proposed COB is subject to a number of conditions including, but not limited to, CSE final acceptance and approval of the TSXV of the delisting of the Common Shares. There can be no assurance that the Proposed COB will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Proposed COB, any information released or received with respect to the Proposed COB may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Proposed COB and has neither approved nor disapproved the content of this press release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
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.
Forward-Looking Information Cautionary Statements
Statements in this press release regarding the Corporation's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including that the Proposed COB will be completed on the terms and within the timelines described herein or otherwise, receipt of required shareholder approvals, completion of the Corporation's private placement of Units, the development of the products and business lines associated with the Allied and AgraFlora joint ventures, as well as management's expectations with respect to the timing of expected business and transaction milestones and the CBD market in Asia and the benefits to the Corporation or Resulting Issuer which may be implied from such statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/50081