StillCanna Signs Definitive Agreement for the Acquisition of a Leading European Hemp Cultivator Olimax

March 18, 2019 – Vancouver, British Columbia – StillCanna Inc. (CSE: STIL) (“StillCanna” or the “Company”) is pleased to announce that today, March 18th, 2019, the Company signed of a definitive agreement to complete the acquisition of Olimax NT SP. Z .O.O (“Olimax”), a fully-licensed, privately-owned, vertically-integrated cultivator and producer of cannabidiol (“CBD”) in Poland, for total consideration consisting of 24 million common shares of StillCanna at a deemed per share price of C$1.15 and a cash payment of C$2 million (the “Olimax Transaction”).

StillCanna, a European-focused CBD producer with operations in Romania will acquire Olimax as a means to further its strategy of providing large quantities of high-quality CBD extracts to the European and global markets. The Olimax Transaction provides StillCanna with a vertically-integrated and licensed cultivator, extractor and formulator of CBD. Olimax’s core strength is in agriculture, with over 20-years of experience in farming hemp, in addition to having a fully-developed product line and a proprietary, European Union (“EU”) certified, high-CBD content hemp varietal. Olimax successfully cultivated and harvested hemp from over 600 hectares in 2018.

Jason Dussault, Chief Executive Officer of StillCanna commented, “It is rare when the core competencies of two companies complement each other so well. Olimax’s agricultural experience matched with our extraction expertise creates the perfect storm. The combined company will have the capacity to produce 16 million grams of high-potency CBD for the European and global market in 2019.  We estimate that with a further investment of C$10 million for land lease, planting and harvesting we expect to expand to over 60 million grams by 2021.”

TRANSACTION RATIONALE

  • The transaction bolsters StillCanna’s pro-forma production profile to 16 million grams of CBD in 2019, with potential to grow to 32 million grams in 2020 and over 60 million grams in 2021.
  • The addition of Olimax’s two founders, with their extensive 20-year history and academic background, provides StillCanna with significant internal cultivation expertise.
  • Improves alignment of management as Olimax’s founders would hold 29% of the pro-forma company (20 million shares subject to a 36-month escrow).

TERMS OF THE TRANSACTION

Under the terms of the Olimax Transaction, StillCanna will acquire all the issued and outstanding shares of Olimax from the arm’s length shareholders of Olimax for total consideration consisting of 24 million common shares of StillCanna and a cash payment of C$2.0 million. Following the acquisition, Olimax will become a wholly-owned subsidiary of StillCanna. Subject to completion of the Olimax Transaction and the Brokered Financing, StillCanna plans to invest up to C$12.0 million to expand Olimax’s capacity in agriculture, associated infrastructure, and working capital. Additionally, StillCanna has secured the services of the Olimax founders for a period of a minimum of three years to aid with the anticipated expansion of the business in Poland and throughout the EU. The Olimax Transaction is subject to customary conditions, including regulatory and exchange approval, due diligence, and StillCanna closing the Brokered Financing. The Olimax Transaction is expected to close shortly after satisfaction of all outstanding conditions under the Definitive Agreement, which closing date is expected to occur in the second quarter of 2019.

PRIVATE PLACEMENT FINANCING

StillCanna is also pleased to announce that it has entered into an  agreement with Canaccord Genuity Corp. (the “Agent”) to raise, on a commercially reasonable efforts private placement basis up to 17,400,000 subscription receipts (the “Subscription Receipts”) at a price of C$1.15 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of up to C$20,010,000 (the “Brokered Financing”). In addition, the Company has granted the Agent an option to increase the size of the Brokered Financing by up to 4,350,000 Subscription Receipts for additional gross proceeds of C$5,002,500, exercisable in whole or in part at any time prior to the closing of the Brokered Financing, for aggregate gross proceeds of up to C$25,012,500.

Each Subscription Receipt shall entitle the holder thereof to receive, upon satisfaction of certain escrow release conditions (including the completion of the Olimax Transaction) and without payment of any additional consideration or any further action on the part of each holder thereof, one unit of StillCanna (a “Unit”). Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant will be exercisable to acquire one Common Share for a period of 12-months from the date the escrow release conditions are satisfied at an exercise price of C$1.73. If the escrow release conditions are not satisfied by June 30, 2019, the Subscription Receipts will be canceled and all proceeds from the Brokered Financing will be returned to subscribers.

The Company intends to use the net proceeds of the Brokered Financing to expand CBD processing capacity at the Company’s facility in Romania, to build out Olimax’s CBD extraction facility and agricultural capabilities, along with working capital and general corporate expenditures.

The Agent will be paid a cash commission equal to 7.0% of the gross proceeds of the Brokered Financing and will also receive warrants (the “Compensation Warrants”) to acquire that number of Units which is equal to 7.0% of the aggregate number of Subscription Receipts sold under the Brokered Financing. Each Compensation Warrant will be exercisable at the Issue Price for a period of 12-months following the date the Escrow Release Conditions are satisfied.

The Brokered Financing is expected to be completed on April 11th, 2019 (the “Closing Date”), or such other date as mutually agreed to by the Company and the Agent, subject to the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued pursuant to the Brokered Financing will be subject to a four month and one day hold period from the Closing Date, in accordance with applicable Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any state securities laws and may not be offered or sold in the United States or to or for the account or benefit of US persons unless registered under the US Securities Act and applicable state securities laws or an pursuant to an exemption from such registration as available.

For more information, please visit www.StillCanna.com

On Behalf of the Board,

Joel Leonard,
Chief Financial Officer and Director
E-mail: joel@stillcanna.com
Phone: 778-838-3692

ABOUT OLIMAX

Olimax is a fully integrated and licensed cultivator, extractor and formulator of CBD in Poland with operations spanning over 20 years. Having recently successfully cultivated and harvested over 600 hectares of hemp, they intend to expand their agricultural footprint to over 5,000 hectares by 2021. Olimax has registered a high-potency CBD hemp varietal with the EU and holds rights to proprietary harvesting and processing equipment and techniques. In addition to being experienced in agriculture, Olimax has also formulated a large number of CBD and hemp-based products which span from CBD oils and hemp protein to cosmetics and beverages.  Through significant experience and industry connections, Olimax has established itself as a leader in hemp cultivation and processing throughout Europe. The company has more recently focused on cultivating an extensive bank of seeds from their proprietary and registered Glyana strain.  This seed bank gives the company the freedom to significantly and independently expand its cultivation holdings.  Olimax’s founders have over 20 years of experience in growing and formulating CBD products, are widely considered agricultural experts in their field and hold degrees in chemistry and physics.  The combination of education, practical experience and a true passion for the hemp plant has propelled them to be true leaders in their field and widely respected throughout the European hemp industry.

ABOUT STILLCANNA INC.

StillCanna Inc. (CSE: STIL) (www.stillcanna.com) is a Canadian early-stage life sciences company focused on large-scale CBD extraction in Europe.  Based on a proprietary process and intellectual property, the Company is forecasted to be one of the lowest-cost CBD extractors operating in Europe. The company has signed an extraction contract to be the exclusive extractor for Dragonfly BioSciences LLC, a United Kingdom-based supplier of CBD. Upon the completion of the Olimax Transaction, StillCanna will be one of the leading processors and providers of market-ready CBD in Europe.

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Going Public

As of November 16, 2018

We have filed our listing statement in connection with EVI Global Group Developments Corp.’s change of business with the CSE for comments.

Timeline

16May, 2019

Former President of the College of Naturopathic Physicians of British Columbia Joins StillCanna’s Team

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7May, 2019

Stillcanna Acquires Polish Hemp Producer and Receives the Proceeds of Its $24,365,000 Financing

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30Apr, 2019

StillCanna Begins Hemp Initiative in Poland

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25Apr, 2019

StillCanna Closes Oversubscribed Private Placement of Subscription Receipts for $24,365,000

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11Apr, 2019

StillCanna Recruits Seasoned PhD to Manage Its Romanian Extraction Facility and Provides Update on Its Previously Announced Financing

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28Mar, 2019

StillCanna Signs C$6 Million Per Month Agreement with California Based BioScience Enterprises, Inc. to Supply CBD

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18Mar, 2019

StillCanna Signs Definitive Agreement for the Acquisition of a Leading European Hemp Cultivator Olimax

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15Mar, 2019

StillCanna’s Anchor Extraction Customer Increases Its Monthly Order By Over 300%

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15Mar, 2019

EVI Global Group Developments Corp. (CSE: EVI) Changes to StillCanna Inc. (CSE: STIL), a Leading Extractor of CBD in Europe, and Begins Resumption of Trading

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19Feb, 2019

EVI’s European Based Extraction Facility Initiates Hemp Processing

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15Oct, 2018

EVI Global firms up acquisition of Borganic Consulting

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11Oct, 2018

EVI Global Group closes $4-million private placement

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6Sep, 2018

EVI Global Group to acquire Borganic Consulting

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Refinery #1 - Romania

June 7, 2018

LEASED FACILITY IN ROMANIA

June 7, 2018

COMPLETED FACILITY ENGINEERING DRAWINGS

August 1, 2018

ORDERED CUSTOM MANUFACTURED EQUIPMENT AND SCIENTIFIC EQUIPMENT

June 7, 2018

LEASED FACILITY IN ROMANIA

September 1, 2018

HIRED LOCAL ARCHITECT FOR PERMITTING

September, 2018

FLOORS, WASHROOMS, WALLS, ROOF AND CEILING ALL IMPROVED

October 1, 2018

LARGE HEMP SEPARATOR MACHINE ARRIVES ON SITE

November 15, 2018

ROMANIAN SUBSIDIARY COMPANY DOCUMENTS APPROVED & REGISTERED

November 22, 2018

ROMANIAN STAFFING PROCESS STARTED - FACILITY GM HIRED

November 25, 2018

SUCCESSFUL SITE VISIT OF GOVERNMENTAL ENVIRONMENTAL AGENCY

November 25, 2018

BAILESTI MAYOR VISIT - HEAVILY SUPPORTIVE

December 1, 2018

PLACED TWO 40 FOOT CONTAINERS AT FACILITY FOR STORAGE

December 5, 2018

FOUR CONTAINERS OF SPECIALIZED EQUIPMENT ARRIVED FROM SUPPLIERS FORKLIFT ARRIVED

  • Anticipated Upcoming Milestones
June 7, 2018

LEASED FACILITY IN ROMANIA

December 15, 2018

ASSEMBLY OF SEPARATOR MACHINE, GENERAL MANAGER HIRING STAFF FOR JAN 2019 START

December 20, 2018

COMPLETION OF 40 FOOT WALK IN FREEZER

January 1, 2018

COMPLETION OF INTERIOR WALLS AND SECURITY SYSTEMS

January 7, 2018

INSTALLATION OF SCIENTIFIC EQUIPMENT

January 21, 2018

BEGIN EXTRACTION

Update on Our Partners

Milestones

April, 2017

planted first crop

May, 2017

obtained first licence to grow

June, 2017

purchased first 10ha of land

September, 2017

commenced first run of finance

November, 2017

Closed first run of finance

January, 2018

extraction of first crop

February, 2018

dragonfly product online

March, 2018

open loan note

May, 2018

EIS status granted

July, 2018

3yr gmp licence granted

August, 2018

signed ceuta as a distributor

August, 2018

commenced second harvest

September, 2018

cbd content crop analysis 7.58%

September, 2018

J/V melabies

September, 2018

first bulk sale order (germany)

October, 2018

season 2 harvest completed

October, 2018

sale to day lewis pharmacy

October, 2018

starpharma

November, 2018

closed loan note

November, 2018

boots istribution deal

Industry News

15Oct, 2018

EVI Global firms up acquisition of Borganic Consulting

EVI ANNOUNCES PROPOSED ACQUISITION OF BORGANIC CONSULTING INC. In connection with the letter of intent with Borganic Consulting Inc. previously announced on Sept. 6, 2018, EVI Global Group Developments Corp. has entered into a definitive share exchange agreement with Borganic under which the company has agreed to acqui...Read More

11Oct, 2018

EVI Global Group closes $4-million private placement

EVI ANNOUNCES CLOSING OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT EVI Global Group Developments Corp. has closed its non-brokered private placement previously announced on Sept. 5, 2018. Due to increased demand, the previously announced private placement was increased from $3-million to $4-million with 16 million ...Read More