Brigadier Provides Update on Asia/China CBD Regulations and Announces Shareholder Approval for Change of Business and Transaction
Vancouver, British Columbia--(Newsfile Corp. - March 2, 2020) - Brigadier Gold Limited (TSXV: BRG.H) (the "Corporation") is pleased to announce that at the special meeting of shareholders held on February 27, 2020 (the "Meeting") it received shareholder approval for its change of business transaction (the "Proposed COB") and all matters in connection therewith. The resolution approving the Proposed COB received 100% approval from the shareholders of the Corporation present in person and by proxy representing approximately 69% of the issued and outstanding common shares of the Corporation.
The Corporation intends to complete its previously announced private placement offering (the "Offering") on March 30, 2020, and intends to complete the Proposed COB and listing on the Canadian Securities Exchange (the "CSE") immediately thereafter. Following completion of the Proposed COB, the Corporation will commence trading on the CSE under the name Canrim Growth Group Inc. and under the symbol "CBDA" as an investment holding company ("Canrim", or the "Resulting Issuer").
As previously described in news releases, the Corporation'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").
CGA continues to develop its proprietary B2C digital sales platform, "iBloom", poised to be the first and leading platform for the sale of CBD enhanced goods, through which it intends to capitalize on the vast consumer markets in China and elsewhere in Asia. CGA also continues to develop, introduce and test CBD cosmetic products while it prepares to capitalize on the emerging CBD consumer market in China through its established and growing distribution networks. NSG continues to explore cannabidiol ("CBD") market opportunities in pan-Asia to complement its primary health and wellness products distribution business.
Anticipated China Legislation, to Boost and Expand Business Model
In Asia, and specifically China, adherence to principles of the 1961 United Nations Single Convention on Narcotic Drugs, prevents the distribution of consumable products derived from hemp of low THC content (hemp 0.3% and below). Although a date has not been published, speculation is that a repeal of this law is anticipated as early as June 2020. The recommendation for the repeal came from an open letter from the Director-General of the United Nations' World Health Organization to the United Nations, dated January 24, 2020.
If implemented, the repeal would remove restrictions and usher in the ability for all CBD industries to be fully commercialised across this vastly populous region. This will include pharmaceuticals, nutraceuticals, edibles and every other hemp CBD related product. Currently, consumable CBD products are restricted for sale in China to those with licenses, other than with respect to CBD infused skincare, cosmetic and other non-ingestible goods.
James Foster, CEO of CGA noted: "The proposed repeal represents a very unique opportunity to monetise and create new market opportunity of such a large scale in Asia. Canrim is positioned strategically to take advantage of this through our development work over the past few years, and my Asia team assembled over past 10 years."
The repeal would represent significant growth opportunities in China and elsewhere in Asia, with some estimating the global industry to be as large as US$26 billion, led largely by Asia and specifically China, with pharmaceutical products expected to represent the largest market segment.
The relaxation of regulations in China represent remarkable opportunities for CGA's investment and distribution businesses, as CGA will be able to seamlessly onboard new products through the iBloom platform and CGA's network and distribution channels, which currently have been designed to act as a conduit and first mover for the significant CBD cosmetic product market. Should current regulations respecting CBD pharmaceutical, nutraceuticals and edibles be relaxed in China, as is currently expected, it would create significant new market opportunities for CGA and by extension, Canrim, beyond its current ambitions of being a first mover in the Chinese CBD cosmetic products industry.
The developments of COVID19 (or the Coronavirus) in Asia are not anticipated to have a material effect on CGA's business model, as most of CGA's sales channels operate online and through mobile applications and not through physical retail. As consumers are not obligated to shop through supermarkets or malls and simply by making in-app purchase, it is business as usual. Customs and logistics in Asia, specifically China, continue to operate as normal and therefore CGA's model has been unaffected during this testing time.
Further of note is many of the main 'Tier one' cities in China including Shanghai, Shenzhen, Guangzhou and others are almost operating at 100% efficiency at this stage. Coronavirus had not taken any significant effect in these areas. These higher GDP per Capita urban places are where CGA and NSG's primary distribution network operates. Areas such as Wuhan or the greater Hubei province are not apart of any of the corporations' current business model. So once again, COVID19 is not currently applicable to our roll out or business plan.
Final acceptance of the Proposed COB will be subject to completion of certain other conditions, including delivery of completed application documentation to the CSE and closing of the Offering. As previously announced, the Offering is for units of the Corporation ("Units"), with each unit being issued at a price of $0.20, for aggregate gross proceeds of a minimum of CAD$2,000.000. Each Unit comprises one (1) common share of the Corporation and one-half (1/2) of one common share purchase warrant. Each whole purchase warrant will be exercisable for one common share of the Resulting Issuer (as defined below) for a price of $0.30 per common share for a period of one year. Information respecting the Proposed COB and all matters in connection therewith, including those matters approved by shareholders at the Meeting, can be found in the Corporation's management information circular dated January 29, 2020 and filed under the Corporation's profile on www.sedar.com.
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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
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 TSXV approval for the de-listing of the Corporation's common shares, receipt of CSE final approval for completion of the Proposed COB and listing on the CSE, completion of the Offering, expectations respecting the repeal of low THC hemp from the United Nations Single Convention on Narcotic Drugs (and China's adoption of a similar position) as well as the timing thereof, the development of the products and business of CGA, including iBloom and the expectation of being able to capitalize on new CBD markets, as well as management's expectations with respect to the timing of the foregoing, regulatory changes to 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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