12yearplan
5 years ago
TORONTO, June 02, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") provides shareholders with the following corporate update:
U.S. Operations
The Company is pleased to announce that it has signed a definitive agreement to sell all the shares of its U.S. subsidiary, Bonfire Brands USA, Inc. (“BBUSA”), to an entity controlled by Mr. Justin Braune, the President of BBUSA. The transaction constitutes a related-party transaction as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the shares of BBUSA sold to the acquiror does not exceed 25% of the Company’s market capitalization. This determination is based upon the fact that the value of the net assets of BBUSA is negligible as the assets acquired were, and continue to be, highly leveraged. In light of the current market conditions, it is no longer economically viable for the Company to continue to try to sustain and develop these assets.
Under the terms of the transaction, the acquiring party is responsible for and guarantees all of BBUSA’s past and future liabilities and capital requirements, including all of the outstanding intercompany debts owed to NORTHBUD up to a maximum of CDN$2 million. The acquiror will retain rights to the name “Bonfire Brands” and the Company will no longer proceed with the change of name and symbol that was approved at the last shareholder meeting.
“We are pleased with the successful completion of this deal to divest our U.S. holdings as it will significantly improve the Company’s balance sheet and available cash flow, a key Company objective in light of the difficult economic climate brought on by Covid-19,” said Ryan Brown, NORTHBUD’s Executive Chairman and Interim CEO. “The structure of this transaction represents the achievement of the Company’s previously-announced plan to remove its direct exposure to the U.S. cannabis sector in order to eliminate the increasing administrative and capital costs associated with such holdings.”
Failure-to-File Cease Trade Order Issued
The following is an update on the previously announced management cease trade order (the "MCTO") issued by the Ontario Securities Commission on March 31, 2020. The MCTO was issued in connection with the delay by the Company in filing its annual financial statements, management's discussion and analysis and related officer certifications for the financial year ended November 30, 2019 (collectively, the "Required Filings") before the prescribed deadline of March 30, 2020.
Sequence of Events
As previously disclosed, the Company completed two material U.S.-based acquisitions in November 2019, weeks prior to its year-end, thus obliging the Company to include purchase price accounting and post-acquisition activity for both acquired companies into its consolidated financial statements for the financial year ended November 30, 2019.
The Company took decisive steps to augment its capabilities to manage and report on its expanded operations including the appointment of advisors, valuation and taxation experts to assist with the year-end reporting and audit requirements; the appointments of Sean Homuth as CEO in December 2019, Adam Shapero as General Counsel in January 2020, and Jeffrey Stoss as CFO in February 2020; and, the addition of Jennifer Ross-Carriere and Lisa Mayhew as Directors in December 2019 and February 2020 respectively. Unfortunately, Sean Homuth had to take a medical leave of absence from the Company on April 28, 2020, which resulted in some delays to the progress of the year-end audit as he was interim CFO for the Company around the time of the U.S. acquisitions.
Due primarily to the inability of management, and its advisors and auditors to travel to the U.S. to conduct onsite field work, and due to ongoing travel and work restrictions in both Canada and the U.S. imposed by the impact of COVID-19 and the additional audit and reporting work related to the Company’s stated intention to divest of its U.S. operations as announced May 6, 2020, the Company could not complete and file the Required Filings for the year-ended November 30, 2019 and the quarter-ended February 29, 2020 before the end of the May 31, 2020 deadline contemplated by the MCTO. The Company, its advisors and its independent auditor, are continuing to work diligently to complete the necessary work and the Company intends to make the Required Filings as soon as possible.
In connection with this delay, on June 2, 2020 the Ontario Securities Commission ("OSC") issued a failure-to-file cease trade order ("FFCTO") against the Company.
The FFCTO will affect trading in all securities of the Company in Canada and will remain in effect until such time as the Company has made the Required Filings. This has resulted in a halt in trading of the Company’s shares on the Canadian Securities Exchange (CSE). Once the Required Filings are made within 90 days of the date of the FFCTO, such filings will constitute the Company’s application to have the FFCTO revoked. The Company will issue a further news release when the Required Filings have been made, and it is expected that the Company’s stock will resume trading on the Canadian Securities Exchange at that time.
The FFCTO, among other things, (i) revokes the MCTO in respect of certain officers of the Company, which prohibited those officers from trading in the Company’s securities until after the Company cured its disclosure defaults; and (ii) prohibits any person or company from trading, directly or indirectly, in any security of the Company in the Province of Ontario, and in every other province or territory of Canada in which the Company is a reporting issuer and in which Multilateral Instrument 11-103 - Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies.
A copy of the FFCTO will be posted on the website of the Canadian Securities Administrators at cto-iov.csa-acvm.ca. The Company will also post a copy of the FFCTO on the Company's website.
Private Placement Offering Suspended
The Company also wishes to announce that it has voluntarily suspended the anticipated closing of the previously announced private placement offering of up to $2,000,000 of $0.05 Units until the FFCTO is revoked. The Company did not accept any of the subscriptions and did not issue any securities under the private placement. At this time, the Company continues to evaluate options to preserve shareholder value and provide the Company with the required financial and operational resources required for ongoing operations. During the FFCTO period the Company will continue to update shareholders on the progression of these initiatives.
Additional Management Update to Follow Shortly
Management will be delivering a comprehensive business update to the Company’s shareholders in the coming days, where it will provide further details regarding the Company’s current position and outline plans for moving forward.
About North Bud Farms Inc.
NORTHBUD owns and operates, through its Canadian subsidiary, GrowPros MMP Inc., a licensed cannabis facility in Quebec, Canada. The Company built and owns a state-of-the-art purpose-built cannabis production facility located on 135 acres of agricultural land in Low, Quebec, Canada. The Low, Quebec facility currently has 24,500 sq. ft. of licensed indoor cultivation space; the Company has recently submitted its licence amendment application to Health Canada to add an additional 1,000,000 sq. ft. of outdoor cultivation space.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, April 28, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") provides shareholders with the following corporate update:
Financing
Further to the Company’s press releases of January 27, 2020 and February 14, 2020, the Company continues to pursue the capital required to fund ongoing and proposed corporate initiatives. Recent volatility in the overall public markets coupled with the reduction in market capitalization of cannabis companies that began last fall has exacerbated already difficult conditions in which management continues to pursue debt funding solutions secured by the Company’s Quebec-based licensed cannabis cultivation facility. The Company recently obtained a third-party appraisal as to the use and value of its facility at $6,000,000. This represents a potential of $3,200,000 in unencumbered equity that could be leveraged to provide the capital needed to maximize operations at the facility. The Board and executive management remain committed to seeking out all options to secure the additional working capital required to further the Company’s corporate objectives in a manner that will maximize long-term value for all NORTHBUD stakeholders.
Corporate Operations and Restructuring
Due to government imposed COVID-19 restrictions, effective March 13, 2020, the Company has been operating under a compliant work-from-home protocol. To date the Company has not reduced staffing and all employees remain engaged in a full-time capacity. The Company will continue to monitor these government-imposed protocols and adjust operations accordingly. NORTHBUD announces that effective immediately Sean Homuth, the Company’s CEO, will be taking a medical leave of absence from the Company. During his medical leave, Sean will unfortunately not be able to be involved with the Company. The Board has appointed Ryan Brown, Executive Chairman and a founder of the Company, as the Interim CEO and, effective immediately, Ryan will assume all of Sean’s duties and responsibilities during his leave of absence.
“I would like to thank Sean for his efforts in helping the Company navigate these challenging times. The entire NORTHBUD family wishes him well during his leave for a speedy recovery, and we look forward to welcoming him back once he’s returned to full health. We ask that everyone respect Sean’s privacy during this time,” stated Ryan Brown, Executive Chairman and Interim CEO of NORTHBUD. “As the founder and largest capital investor, I remain committed to the long-term success of NORTHBUD and will do my best to continue to drive the Company forward.”
Quebec Cultivation Facility
Although cannabis producers have been deemed essential services under government initiatives, the permissible activities are limited to basic maintenance of existing operations. The Company was advised that hiring staff and commencing a new operation does not qualify. In addition, the Company understands that Health Canada has suspended, effective March 13, 2020, all new licence onboarding assistance services due to COVID-19 related re-structuring. The regulator has advised licensees that this service will return as prioritized by Health Canada but could not commit to a specific timeframe for the reinstatement of this crucial service. The Company received its standard cultivation licence on March 13, 2020 and its Canada Revenue Agency permit on April 20, 2020 and is therefore now permitted to receive starting materials and commence cultivation.
In light of these increased restrictions and reduced regulatory support, the Company will only begin full commercial-scale operations after social distancing restrictions are lifted and the necessary capital is secured. As an interim measure, the Company has modeled out multiple production scenarios based on a variety of potential societal normalization timeframes and required capital deployment in an effort to maximize efficiencies while responsibly managing the Company’s limited financial resources.
Onboarding a new facility of this scale requires significant capital, execution and co-ordination. Management will continue to monitor the government directives to ensure a successful startup of the Quebec facility within the financial and social restrictions that present themselves. “Our facility is located in a vulnerable area with a high concentration of at-risk citizens and limited medical services. The local authorities have been vigilant in monitoring travel and business activities in the area and the Company is committed to abiding by these restrictions and conducting our operations in a manner that respects these efforts and protects the health and safety of our community,” said Ryan Brown, Executive Chairman and the Company’s Interim CEO and CEO of GrowPros MMP Inc., the Company’s licensed subsidiary.
U.S. Operations
The Company’s U.S. subsidiary, Bonfire Brands USA (“BBUSA”), is pleased to announce that it has received its first payments under the previously announced (see press release dated April 15, 2020) master lease agreement for its California farm. This agreement is the first step to implementing BBUSA’s asset light approach focused on a low capital expenditure distribution, branding and royalty model.
Over the past 4 months, BBUSA has worked diligently to try to build value in both its California and Nevada based projects. Due to limited resources and increasing liabilities, BBUSA intends to continue with the restructuring of its U.S. operations into a limited asset model that will see it focus on passive revenue streams and partnerships as opposed to investing directly into capital expenditures. The culmination of the master lease agreement for the Company’s California farm, as previously announced, represents the first step towards accomplishing that goal. Management, in co-operation with the Board of NORTHBUD, has begun to evaluate proposals to reduce the Company’s and BBUSA’s capital requirements and liabilities, including but not limited to directors’ and officers’ liability insurance and continually increasing administrative costs associated with multi-jurisdictional operations. At the present time, the aforementioned items related to U.S. operations represent the Company’s single largest expense; the reduction of those costs, while maintaining revenue streams will result in the preservation of the long-term value of assets.
Management Cease Trade Order Update
The Company provides an update with respect to the previously announced management cease trade order (the "MCTO") issued by the Ontario Securities Commission on March 31, 2020.
The MCTO was issued in connection with the delay by the Company in filing its annual financial statements, management's discussion and analysis and related officer certifications for the financial year ended November 30, 2019 (collectively, the "Required Filings") before the prescribed deadline of March 30, 2020.
The Company continues to work closely with its auditor and expects to file the Required Filings before the end of May 2020.
The Company is providing this status update in accordance with National Policy 12-203 Management Cease Trade Orders ("NP 12-203"). The Company intends to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases, for as long as the Company remains in default. The Company confirms as of the date of this news release that there has been no material change in the information contained in the default announcement issued on March 13, 2020 and there is no other material information concerning the affairs of the Company that has not been generally disclosed.
Delayed Filing of Interim Disclosure Documents Pursuant to OSC Blanket Instrument 51-502
The Company announces that, in accordance with Ontario Instrument 51-502 Temporary Exemption from Certain Corporate Finance Requirements of the Ontario Securities Commission (the “Blanket Exemption Order”), which was adopted for the purpose of providing certain filing and other relief to issuers in light of the challenges posted by the COVID-19 pandemic, it will be delaying the filing and delivery of certain of its continuous disclosure documents.
The Company is relying on the Blanket Exemption Order in delaying (i) the filing of its interim financial statements and related management discussion and analysis for the three months ended February 29, 2020 (collectively, the “Required Interim Filings”) and (ii) compliance with the delivery requirements of applicable securities laws relating to the Required Interim Filings. The officers and directors of the Company and certain other persons will remain subject to a trading black-out pursuant to which such persons are prohibited from trading in any securities of the Company until the end of the second full trading day following the day on which the Required Interim Filings are filed on SEDAR and a corresponding news release is issued by the Company.
Other than as disclosed in the Company's press releases, there have not been any material business developments since the date that the last financial statements of the Company were filed.
About North Bud Farms Inc.
NORTHBUD owns and operates, through its subsidiaries, licensed cannabis facilities in Canada, California and Nevada. Bonfire Brands USA, the Company’s U.S. subsidiary, acquired cannabis production facilities in Salinas, California and Reno, Nevada in late 2019. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space. The Reno, Nevada facility, located on 3.2 acres of land, was acquired through the acquisition of Nevada Botanical Science, Inc., and includes a world-class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation space which holds medical and adult-use licenses for cultivation, extraction and distribution. Through its Canadian subsidiary, GrowPros MMP Inc., the Company built and owns a state-of-the-art purpose-built cannabis production facility located on 135 acres of agricultural land in Low, Quebec, Canada. The Low, Quebec facility currently has 24,500 sq. ft. of licensed indoor cultivation space; the Company expects to submit its licence application to Health Canada for an additional 1,000,000 sq. ft. of outdoor cultivation space in the near future.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, April 15, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce that its U.S. subsidiary, Bonfire Brands USA Inc., has fueled its California growth with the execution of definitive agreements (the “Agreements”) for a master lease, operations and royalty arrangement with an experienced California-licensed operator (the “Cultivator”), to operate the licensed facilities at the Company’s Salinas, California farm.
Highlights of the California Deal
Partnering with a proven licensed cannabis cultivator who has been operating successfully in Salinas for several years;Significantly strengthens the Company’s facility operations while allowing the Company to increase its asset value;Reduces the Company’s capital expenditure requirements while still generating significant revenue and retaining a portion of the unlimited upside potential through a royalty agreement;Builds EBITDA-positive operations; andAccess to a cost-efficient and reliable supply chain on which to build the Company’s branded product portfolio within the state of California.
Terms of the Agreement
As per the terms of the Agreements, the Cultivator will lease the Company’s Salinas farm for 5 years, with options to extend the lease for up to an additional 5 years, and Bonfire Brands USA Inc. will receive the following consideration:
Lease payments of USD$900,000 per year, with incremental increases if the Cultivator extends the lease beyond the initial 5 year term;A royalty equal to 5% of the gross revenue generated by the Cultivator from its use of the Salinas farm; andThe right to acquire a significant portion of the product harvested each quarter on the farm by the Cultivator, at a 15% discount to market rate.
During the term of the Agreements, the Cultivator will be responsible for the costs of operating the farm, including but not limited to staffing, operations, repair, maintenance, licensing and compliance; moreover, the Cultivator is committed to funding and managing the build-out of up to an additional 230,000 sq. ft. of licensed cultivation space in order to maximize the revenue-generating potential of the property.
“We are very pleased to have concluded this deal as we partner with an established operator to build up our asset and to secure access to high-quality, low-cost cannabis,” said Justin Braune, President of Bonfire Brands USA. “This deal will allow the Company to immediately achieve EBITDA-positive operations at our largest facility without incurring significant capital investments. By retaining preferential purchasing terms, the Company can now focus on the success of its branded product lines, on the back of the estimated 40,000 pounds of production capacity that the Cultivator is expected to bring online over the next 24 months.”
12yearplan
5 years ago
TORONTO, March 13, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") announces that its annual financial statements for the year ended November 30, 2019, including the related management discussion and analysis, and CEO and CFO certifications (collectively, the “Annual Financial Filings”) are not expected to be filed by the required filing deadline of March 30, 2020 (the “Filing Deadline”).
The Annual Financial Filings are not expected to be filed on or before the Filing Deadline due to the two recently completed acquisitions in the United States. The Company acquired two businesses, one in Nevada and one in California, shortly before the most recently completed year-end, namely, November 30, 2019. The two businesses are private and did not have financial statements and related disclosures prepared in a manner consistent with the requirements of a publicly-listed entity. Accordingly, the Company has been working diligently with accounting teams to prepare the necessary statements for consolidation and audit with the Company’s Canadian audit firm. As a result, the auditors need more time to complete the audit.
The Company is working on the steps required to complete the Annual Financial Filings as soon as possible and expects to be able to file the Annual Financial Filings by May 29, 2020. The Company will provide updates as further information relating to the Annual Financial Filings becomes available.
The Company has applied to the applicable securities regulatory authorities for a management cease trade order (“MCTO”) to be imposed against all the directors and officers of the Company precluding them from trading securities of the Company. If granted, the MCTO will be in effect until the Annual Financial Filings are filed, and will require that the Annual Financial Filings be filed on or before May 29, 2020.
Until the Annual Financial Filings are filed, the Company intends to issue bi-weekly default status reports in accordance with National Policy 12-203 - Management Cease Trade Orders. The Company intends to satisfy the provisions of the Alternative Information Guidelines during the period it remains in default of the filing requirements. The Company confirms that there is no other material information relating to its affairs that has not been generally disclosed.
About North Bud Farms Inc.
NORTHBUD, through its U.S. subsidiary Bonfire Brands USA, has acquired cannabis production facilities in California and Nevada. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space, and also has active distribution and processing licenses. The Reno, Nevada property contains a world-class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation, and holds medical and adult-use licenses for cultivation, extraction and distribution. Through its wholly-owned Canadian subsidiary, GrowPros MMP Inc., the Company is pursuing a license under The Cannabis Act, to cultivate in its state-of-the-art purpose-built cannabis production facility located on 135 acres of agricultural land in Low, Quebec, Canada.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, March 11, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce the launch of its NORTHBUD branded products into select retailers in Nevada, USA. The products are manufactured through NORTHBUD’s ownership and operating agreement with Nevada Botanical Sciences, Inc. (“NBS”), who is licensed for cultivation, manufacturing and distribution.
NORTHBUD Nevada Launch Strategy Update
Prior to its asset purchase transaction with NORTHBUD, previously announced on November 19, 2019, NBS had been exclusively servicing white label customers. Over the past 3.5 months, NBS and NORTHBUD have transitioned the Nevada operations to focus on NORTHBUD branded flower products, culminating with the recent launch of NORTHBUD Black 9 Lbs Hammer (Jinxproof phenotype) in 1 gram, 3.5 gram and 7 gram formats to select retailers in Reno, Nevada.
Over the coming weeks, the Company intends to expand distribution to multiple retailers in Northern Nevada and Las Vegas. NORTHBUD products will be available in both dried flower and pre-roll formats under the NORTHBUD White, Black and Platinum brands.
With over 45 million visitors a year from all over the world, Nevada is a key market for building an internationally recognized brand, and the Company believes that it is the ideal market for the launch of its NORTHBUD products. The Nevada market is considered one of the largest and most profitable in North America with recreational sales of USD$580 million in the first full year of legalization (2017 Nevada Dept. of Taxation).
“The NORTHBUD and Bonfire Brands USA team are extremely proud to have launched our own branded products, making the state of Nevada our strategic entry point into the U.S. legal cannabis market,” said Sean Homuth, CEO of NORTHBUD. “We believe the NORTHBUD brand will offer a unique variety of products curated for experienced consumers who demand appropriately priced, high-quality cannabis flower.”
About North Bud Farms Inc.
NORTHBUD, through its U.S. subsidiary Bonfire Brands USA, has acquired cannabis production facilities in California and Nevada. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space, and also has active distribution and processing licenses. The Reno, Nevada property contains a world-class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation, and holds medical and adult-use licenses for cultivation, extraction and distribution. Through its wholly-owned Canadian subsidiary, GrowPros MMP Inc., the Company is pursuing a license under The Cannabis Act, to cultivate in its state-of-the-art purpose-built cannabis production facility located on 135 acres of agricultural land in Low, Quebec, Canada.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, March 04, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce that its U.S. subsidiary, Bonfire Brands USA Inc., has signed a letter of intent (the “LOI”) for a master lease and operations agreement with an experienced California-licensed operator (the “Cultivator”) to operate the cultivation facilities at the Company’s Salinas, California farm.
Terms of the LOI
As per the terms of the LOI, the companies will work together towards completing a definitive agreement before May 1, 2020, in which the Cultivator will lease the Company’s cultivation facilities at its Salinas farm for 5 years, with options to extend the lease for up to an additional 5 years, and Bonfire Brands USA will receive the following consideration:
Lease payments starting at approximately USD$1 million per year in year 1, with incremental increases that could bring the annual rent to as high as USD$1.8 million per year;
A royalty equal to 3% of the gross revenue generated by the Cultivator from its use of the Salinas farm; and
The right to acquire up to 15% of all the product harvested by the Cultivator on the farm at a discount to market rate with extended payment terms.
During the term of the proposed agreement, the Cultivator will be responsible for 100% of the costs associated with staffing, operations, licensing and compliance with respect to the farm’s cultivation facilities; moreover, the Cultivator is committed to fund and manage the build-out of an additional 230,000 sq. ft. of licensed cultivation space over the first 24 months of the proposed agreement.
“Our objective when we acquired the Salinas farm was to secure access to the high-quality, low-cost cannabis that has always been grown in that area, known as “the salad bowl of America,” said Justin Braune, President of Bonfire Brands USA. “This proposed agreement will allow the Company to immediately achieve EBITDA-positive operations at our largest facility without incurring the significant capital investments that have debilitated many companies in our industry. By retaining preferential purchasing terms, the Company can focus on its branded product distribution business on the back of the estimated 40,000 pounds of production capacity that the Cultivator will bring online over the next 24 months.”
Sean Homuth, NORTHBUD’s CEO added: “Partnering with a proven licensed cultivator who has been operating in Salinas for multiple years achieves the following objectives: it significantly de-risks our California operations while allowing the Company to increase its asset value; it reduces our capital expenditure requirements while still generating significant revenue; and it builds EBITDA-positive operations without limiting our access to a cost-efficient and reliable supply chain on which to build our branded product portfolio within the state of California.”
About North Bud Farms Inc.
NORTHBUD, through its U.S. subsidiary Bonfire Brands USA, has acquired cannabis production facilities in California and Nevada. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space, and also has active distribution and processing licenses. The Reno, Nevada property contains a world-class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation, and holds medical and adult-use licenses for cultivation, extraction and distribution. Through its wholly-owned Canadian subsidiary, GrowPros MMP Inc., the Company is pursuing a license under The Cannabis Act, to cultivate in its state-of-the-art purpose-built cannabis production facility located on 135 acres of agricultural land in Low, Quebec, Canada.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, Feb. 24, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce the appointment of Jeffrey Stoss as Chief Financial Officer of the Company.
“We are pleased to welcome Jeff to our dynamic team as NORTHBUD is at an exciting time in its development,” stated Sean Homuth, CEO of North Bud Farms Inc. “Jeff brings specialty experience in accounting and finance having worked with and advised many public companies over the years in both Canada and the United States. His leadership and expertise will be essential in executing our strategic plan and taking the Company to its next level of growth.”
Mr. Stoss brings more than 17 years of finance experience to his role at NORTHBUD, with a particular specialty in high-growth environments. He is the co-founder and Chief Operating Officer of the outsourced finance services firm, Positive Venture Group Inc. He has previously served as CFO for publicly-traded companies and technology start-ups. Mr. Stoss has professional accountant designations in both Canada and the United States.
RSU Grants
On February 20, 2020, the Company’s board of directors approved the grant of 361,000 restricted share units (“RSUs”) to certain directors and consultants of the Company. The RSUs vest in four equal tranches starting three months from the date of grant. Each vested RSU entitles the holder thereof to receive one common share of the Company upon delivery of an exercise notice, in accordance with the Omnibus Plan.
About North Bud Farms Inc.
NORTHBUD, through its U.S. subsidiary Bonfire Brands USA, has acquired cannabis production facilities in California and Nevada. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space. The Reno, Nevada property is located on 3.2 acres of land which was acquired through the acquisition of Nevada Botanical Science, Inc., a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation which holds medical and adult use licenses for cultivation, extraction and distribution. Through its wholly-owned Canadian subsidiary, GrowPros MMP Inc., the Company is pursuing a license under The Cannabis Act, to cultivate in its state-of-the-art purpose-built cannabis production facility located on 135 acres of agricultural land in Low, Quebec, Canada.
For more information visit: www.northbud.com
12yearplan
5 years ago
Filed 2020-02-19 17:41
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Audet, André
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
Warrants
16 - Acquisition or disposition under a prospectus exemption
+333,360 vol 433,360
Filed 2020-02-19 17:40
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Audet, André
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
10% Secured Convertible Debentures
16 - Acquisition or disposition under a prospectus exemption
+60,000 vol 60,000
Filed 2020-02-19 17:39
Tx date 2018-08-23 $NBUD
North Bud Farms Inc. Audet, André
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
10% Secured Convertible Debentures
00 - Opening Balance-Initial SEDI Report
Filed 2020-02-19 17:36
Tx date 2018-08-23 $NBUD
North Bud Farms Inc. Audet, André
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
Convertible Debentures 10% Secured Convertible Debentures
00 - Opening Balance-Initial SEDI Report
Filed 2020-02-19 17:34
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Holder: 9329-7158 Quebec Inc. (Indirect Ownership)
Warrants
16 - Acquisition or disposition under a prospectus exemption
+1,866,900 vol 3,883,644
Filed 2020-02-19 17:32
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
Warrants
16 - Acquisition or disposition under a prospectus exemption
+494,284 vol 2,027,940
Filed 2020-02-19 17:31
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Holder: 9329-7158 Quebec Inc. (Indirect Ownership)
Warrants
16 - Acquisition or disposition under a prospectus exemption
+966,744 vol 2,016,744
Filed 2020-02-19 17:30
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
Warrants
16 - Acquisition or disposition under a prospectus exemption
+1,255,656 vol 1,533,656
Filed 2020-02-19 17:27
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Holder: 9329-7158 Quebec Inc. (Indirect Ownership)
10% Secured Convertible Debentures
16 - Acquisition or disposition under a prospectus exemption
+174,000 vol 699,000
Filed 2020-02-19 17:24
Tx date 2020-02-14 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
10% Secured Convertible Debentures
16 - Acquisition or disposition under a prospectus exemption
+226,000 vol 365,000
Older filings
12yearplan
5 years ago
TORONTO, Feb. 19, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to provide shareholders with an update on our U.S. operations, Bonfire Brands USA (“Bonfire”).
Salinas, California
To date, the Company has harvested approximately 400 lbs of various grades and strains of cannabis. As anticipated, the winter season yields were moderate with large flowers testing at approximately 19% THC. The Company has sold approximately 50% of the harvest in wholesale quantities. The Company expects its next harvest in 60 days and is looking for an incremental increase in quality and yield. The Company will provide revenue updates at the end of the quarter.
Licensing
The Company is pleased to announce it has received a California state processing licence in addition to the existing five cultivation, extraction and distribution licenses it acquired from the Qlora Group in 2019. This new licence will allow the Company to process, package and distribute cannabis and cannabis products acquired from other licensed producers in the state on a pay per use basis.
“Maximizing revenue streams in California where established and highly regulated retail and distribution models exist has required new entrants to operate within all verticals,” said Justin Braune, President, Bonfire Brands USA. “This strategy requires significant capital expenditures and has historically proven very difficult to execute. By leveraging our strategic infrastructure into agreements with established operators, Bonfire expects to increase revenue streams and achieve profitability quicker with lower capital expenditure risks.”
“I am very pleased by the significant progress made by our California team in their short time since we completed the acquisition of the Qlora Group,” said Sean Homuth, CEO of NORTHBUD. “In an industry that has seen companies struggle to manage high infrastructure costs while navigating ever evolving distribution landscapes, the anticipated revenue from this model will be very crucial for the Company as we move towards achieving EBITDA positive operations.”
Reno, Nevada
To date, the Company has harvested 40 lbs of high-grade cannabis testing at approximately 20% THC. This product is being sold under the NORTHBUD brand to select retailers in Reno and Las Vegas and represents the first revenue in Nevada for Bonfire Brands. The Company will update the market further at the end of the quarter.
The Company has begun construction of two additional cultivation and processing rooms which will increase annual revenue capacity by 40%. With recent cost cutting measures implemented post acquisition, the Company believes it is on track to bring the Nevada operation to cash flow positive in the first quarter of 2020.
The Company has entered into a third-party service agreement with LTH Logistics (“LTH”), a licensed third-party distribution and delivery company. As per the terms of the agreement, LTH will provide these third-party services under the distribution licence of Nevada Botanical Sciences with revenue generated being split 60/40 in favor of Bonfire Brands USA.
“Similar to California, many Nevada licensees have been operating across all verticals,” said Justin Braune, President, Bonfire Brands USA. “Bonfire has chosen to reduce execution risk and minimize capital expenditures by working with established operators who seek to benefit from our strategic infrastructure, which will allow the company will expedite its progression towards EBITDA positive operations.”
Corporate Name Change
As approved at our recent annual shareholder meeting, the Company will officially change its name to Bonfire Holdings Inc. The Company has reserved and will begin trading under the ticker symbol BURN in the near future. The Company believes this better represents the vision and structure of the Company moving forward. The Company owns brands such as NORTHBUD, California Bud Co., Live For The Day (LFTD) and Trichomic and manufactures and distributes Happiest Hour beverages in the state of Nevada.
About North Bud Farms Inc.
North Bud Farms Inc., through its U.S. subsidiary Bonfire Brands USA, has acquired cannabis production facilities in California and in Nevada. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space. The Reno, Nevada property is located on 3.2 acres of land which was acquired through the acquisition of Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation which holds medical and adult use licenses for cultivation, extraction and distribution. Through its wholly owned Canadian subsidiary, GrowPros MMP Inc., the Company is pursuing a licence under The Cannabis Act, to cultivate in its state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada.
For more information visit: www.northbud.com
12yearplan
5 years ago
Filed 2020-02-10 15:41 Tx date 2020-02-03 $NBUD
North Bud Farms Inc. Audet, Andr
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
Common Shares
11 - Acquisition or disposition carried out privately $-61,260.715
-331,139 vol
$0.185 each 1,746,857
Filed 2020-02-07 21:28 Tx date 2020-02-03 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Holder: 9329-7158 Quebec Inc. (Indirect Ownership)
Common Shares
11 - Acquisition or disposition carried out privately $-174,338.635
-942,371 vol
$0.185 each 190,350
Filed 2020-02-07 21:25 Tx date 2020-02-03 $NBUD
North Bud Farms Inc. Brown, Ryan
4 - Director of Issuer, 5 - Senior Officer of Issuer
Direct Ownership
Common Shares
11 - Acquisition or disposition carried out privately $-226,900.65
-1,226,490 vol
$0.185 each
12yearplan
5 years ago
TORONTO, Feb. 14, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce the closing of the second tranche (the “Second Tranche”) of its non-brokered private placement of convertible debenture units (the "Units") of the Company for gross proceeds of C$613,000. Each Unit is comprised of one C$1,000 principal amount of secured convertible debenture (a “Convertible Debenture”) accruing interest at 10.0% per annum, payable semi-annually in arrears until maturity, and 5,556 common share purchase warrants (each a “Warrant”) of the Company. The terms of the Units were previously announced by the Company in its press release dated January 27, 2020.
Ryan Brown, Executive Chairman of the Company, participated in the Second Tranche and beneficially acquired 400 Units for total proceeds of $400,000. André Audet, a Director of the Company, also participated in the Second Tranche and beneficially acquired 60 Units for total proceeds of $60,000. The participation of each of Ryan Brown and André Audet in the Second Tranche constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of Units to Ryan Brown and André Audet is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the Units issued to and the consideration paid by Ryan Brown and André Audet did not exceed 25% of the Company’s market capitalization.
Certain finders (the "Finders") received a cash commission of $39,040 on the sale of the Second Tranche. The Finders also received 216,889 compensation warrants (the “Compensation Warrants”), each carrying the right to purchase 1 common share in the capital of the Company at a price of $0.18 per Compensation Warrant for a period of 24 months from the closing date.
The proceeds of the Second Tranche will be used by the Company for expansion of the Company's facilities and for general corporate and working capital purposes.
The Convertible Debentures, Warrants and Compensation Warrants issued pursuant to the Second Tranche of the Offering and any common shares in the capital of the Company (“Common Shares”) issued on conversion of such Convertible Debentures or exercise of such Warrants and Compensation Warrants will be subject to a statutory hold period in Canada of four months and one day following the closing date, in accordance with applicable securities laws. Common Shares issued in lieu of interest payments in accordance with the terms of the Convertible Debentures (the “Prepaid Interest Shares”) will be subject to a statutory hold period in Canada of four months and one day from the date on which such Prepaid Interest Shares are issued, in accordance with applicable securities laws. Additional resale restrictions may be applicable under the laws of other jurisdictions, if any.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company expects to complete the balance of its offering of Units for gross proceeds of up to $4 million in one or more additional tranches to be closed in the near future, subject to the Company’s receipt of all necessary regulatory approvals.
About North Bud Farms Inc.
North Bud Farms Inc., through its U.S. subsidiary Bonfire Brands USA, has acquired cannabis production facilities in California and in Nevada. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space. The Reno, Nevada property is located on 3.2 acres of land which was acquired through the acquisition of Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation which holds medical and adult use licenses for cultivation, extraction and distribution. Through its wholly owned Canadian subsidiary, GrowPros MMP Inc., the company is pursuing a licence under The Cannabis Act, to cultivate in its state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, Jan. 27, 2020 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce that it is arranging a closing for the second tranche (the "Second Tranche") of its non-brokered private placement of 10% secured convertible debenture units (the "Units") of the Company at a price of C$1,000 for gross proceeds of up to C$4,000,000, originally announced on November 6, 2019 (the "Offering"). The first tranche of the Offering closed on November 6, 2019, at which time the Company issued an aggregate of 1,264 Units for gross proceeds of $1,264,000. Accordingly, the Company can issue up to an additional $2,736,000 of Units under the Second Tranche.
Each Unit issued in connection with the Second Tranche of the Offering is comprised of one C$1,000 principal amount of secured convertible debenture (a "Convertible Debenture") accruing interest at 10.0% per annum, payable semi-annually in arrears until maturity, and 5,556 common share purchase warrants of the Company (each, a "Warrant"). The Convertible Debentures will have a maturity date of 36 months from the date of issuance. In addition, under the Second Tranche, the Company has the right to prepay an amount equal to the 1st year of interest to be earned by issuing common shares at a deemed price of $0.25 per common share (the “Prepaid Interest Shares”) on the 15th day following the Closing Date should the holders of the Convertible Debentures not elect to receive their 1st year interest paid in cash.
Each Convertible Debenture shall be convertible into common shares in the capital of the Company (each, a "Conversion Share") at a price of $0.18 (the "Conversion Price") per Conversion Share.
Each Warrant entitles the holder thereof to acquire one common share in the capital of the Company (each, a "Warrant Share") for an exercise price of $0.30 per Warrant Share for a period of 36 months following the closing date.
The Convertible Debentures are direct secured obligations of the Company and rank pari passu in right of payment of principal and interest with all other Convertible Debentures issued under the Offering.
Certain directors of the Company have indicated that they may participate in the private placement. Any such purchase would constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The proposed issuance to directors of the Company would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of any Units issued to or the consideration paid by such insiders would not exceed 25% of the Company’s market capitalization.
The Company may pay registered dealers (the "Finders") a cash commission equal to up to 8% of the aggregate gross proceeds from the sale of the Units sold pursuant to the Offering to eligible investors introduced to the Company by such Finders. In addition, the Company will grant warrants (the “Compensation Warrants”) exercisable at the Conversion Price for a period of 24 months from the Closing Date to acquire in aggregate the number of Common Shares equal to 8% of the gross proceeds under the Offering divided by the Conversion Price.
The proceeds of the Second Tranche will be used by the Company for expansion of the Company's facilities and for general corporate and working capital purposes.
The Convertible Debentures, Warrants, Prepaid Interest Shares (if any), and any Compensation Warrants issued pursuant to the Second Tranche of the Offering and any common shares in the capital of the Company issued on conversion of the Convertible Debentures or exercise of the Warrants or Compensation Warrants will be subject to a statutory hold period in Canada of four months and one day following the closing date in accordance with applicable securities laws. Additional resale restrictions may be applicable under the laws of other jurisdictions, if any.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Amendment to Securities Issued in First Tranche of the Offering
The Company further announces that, in order to ensure equitable treatment of holders, it has decided to amend the terms of the debentures (the "First Tranche Debentures") and warrants (the "First Tranche Warrants") issued under the first tranche of the Offering, which closed on November 6, 2019. The Company has amended the First Tranche Debentures to reduce the conversion price to $0.18 per common share and has amended the terms of the First Tranche Warrants to: (a) increase the number of warrants issued per $1000 of principal amount of debenture from 2,000 to 5,556; (b) increase the exercise price from $0.25 to $0.30 per warrant; and (c) extend the expiry date of the warrants from 18 months following the closing date to 36 months following the closing date. The amendments are subject to the final approval of the Canadian Securities Exchange (CSE).
Corporate Update
The Company would also like to provide an update regarding the status of its standard cultivation licence application with Health Canada under the Cannabis Act. In the context of a regular follow-up communication with Health Canada, representatives of the Company received verbal feedback that the application review is complete and the reviewers do not have any more questions. Subject to the re-submission of a required foreign police certificate related to one of the foreign directors of the Company, the Company will be in the final queue for receiving its licence. The Company is confident that it will be able to file the certificate promptly; however, there can be no assurance as to the exact timing of the issuance of the licence by Health Canada or whether the Company will receive any final request from Health Canada.
Further to the Company’s announcement regarding its acquisition of certain California-based businesses on November 22, 2019, the Company has proceeded with the issuance of 1,716,000 common shares, at an issue price of $0.25 per share, to an arm’s length advisor to the Company. The shares, which are subject to a statutory hold period as required by applicable securities laws, are based upon the $429,000 cash value of the 3% M&A fee payable to such advisor in respect of the foregoing California acquisitions.
About North Bud Farms Inc.
North Bud Farms Inc., through its U.S. subsidiary Bonfire Brands USA, has acquired cannabis production facilities in California and in Nevada. The Salinas, California 11-acre farm is actively cultivating cannabis in its 60,000 sq. ft. of licensed greenhouse production space. The Reno, Nevada property is located on 3.2-acres of land which was acquired through the acquisition of Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation which holds medical and adult use licenses for cultivation, extraction and distribution. Through its wholly owned Canadian subsidiary, GrowPros MMP Inc., the company is pursuing a licence under The Cannabis Act, to cultivate in its state-of-the-art purpose-built cannabis production facility located on 135-acres of Agricultural Land in Low, Quebec, Canada.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, Jan. 09, 2020 (GLOBE NEWSWIRE) — North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) (“NORTHBUD” or the “Company“) is pleased to provide shareholders with the following corporate update:
Cannabis Production Facility in Salinas, California
In late December we completed our first harvest at our Salinas, California cultivation facility. We harvested 2,687 plants that were included in the acquisition of the Qlora Group (“Qlora”). The Company anticipates completing testing and sale of the product in late January 2020, which will represent the first revenue generated by the Company in California. The Company has also completed an in-depth review and analysis of both the infrastructure and cultivation practices and will be implementing significant efficiencies over the course of the next four harvests. The Company anticipates continual harvests of 2,000-3,000 plants every 25 days, with quality and yield improving with each harvest. This product will be sold via wholesale agreements to existing Qlora clients in the interim as we prepare for the launch of NORTHBUD branded flower products in California in the third quarter of 2020.
“Despite challenges faced by the cultivation team during this period of transition, we are extremely excited to be harvesting our first crops and look forward to continual improvements as we implement procedural and infrastructure efficiencies,” said Justin Braune, President of Bonfire Brands USA, a wholly owned subsidiary of NORTHBUD.
Cannabis Production Facility in Reno, Nevada
The Company is pleased to announce the completion of the first harvest of approximately 175 indoor grown plants. Upon the completion of testing and processing, the product will be distributed as NORTHBUD flower, pre-rolls and infused pre-rolls into selected Nevada dispensaries. The launching of NORTHBUD branded products into Nevada marks a significant milestone for the Company.
Status of Cultivation Licence Application for Cannabis Production Facility in Low, Quebec
On September 18, 2019, the Company received a confirmation of receipt of the site evidence package submitted in late August 2019. On November 22, 2019, the Company received a request for information from Health Canada (the “Request”). The Request was received within the 60-business day service window for feedback provided by the regulator. The Company is pleased to report that the Request was responded to in full in advance of the December 8th deadline. The Request did not contain any notices of deficiencies in the Company’s cultivation licence application nor did it require the Company to make any modifications or changes to its facility.
On December 19, 2019 the Company received a subsequent follow-up request for information consisting of two questions which were responded to that same day, and on December 20th, the Company received a request to clarify the roles of recently-hired employees in relation to the requested cultivation licence. This request was responded to in full on January 3, 2020. The Company has received no further communication from Health Canada.
The Company is confident that the approval process is on track and within comparable timelines experienced by other publicly-traded companies who have recently submitted evidence packages. At this time, the Company cannot predict when it will be granted a cultivation licence by Health Canada. The Company will update shareholders on any further progress on the application.
Annual General Meeting
The Company wishes to inform shareholders that it will hold its Annual General and Special Meeting at 1:00 p.m. ET on Monday, February 3, 2020 at the office of McMillan LLP, World Exchange Plaza, Suite 2000, Ottawa, Ontario. The Company will file the required information for the annual and special meeting under its issuer profile on SEDAR at www.sedar.com.
Staffing and Personnel
The Company is pleased to announce the hiring of Adam Shapero as General Counsel. Adam comes to NORTHBUD after serving as Director of Risk Management, Corporate Secretary and Senior Counsel at Origin House (CSE: OH), who was recently acquired by Cresco Labs (CSE: CL) in a transaction valued at ~ $520 million. “We are extremely pleased to welcome Adam to our team,” said Sean Homuth, CEO of NORTHBUD. “His first-hand experience in the Cannabis industry will add tremendous value to our team while reducing our reliance on external counsel.”
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a license under The Cannabis Act. The Company has built a state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada. NORTHBUD through its wholly owned U.S. subsidiary, Bonfire Brands USA has acquired cannabis production facilities in California and Nevada. The Salinas, California property is located on 11 acres which currently consists of a 300,000 sq. ft. of licensable greenhouse space with 60,000 sq. ft. actively cultivating cannabis and a 2,000 sq. ft. building licensed for distribution. The Reno, Nevada property is located on 3.2 acres of land which was acquired through the acquisition of Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation which holds medical and adult use licenses for cultivation, extraction and distribution.
For more information visit: www.northbud.com
12yearplan
5 years ago
Going, going, going..
North Bud Farms Announces Management Change and Corporate Update
TORONTO, Dec. 09, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce the appointments of Mr. Ryan Brown as Executive Chairman of the Board of Directors, Mrs. Jennifer Ross-Carriere to the Board of Directors and Mr. Sean Homuth as Chief Executive Officer of the Company, effective immediately.
“Since Sean has joined our team, he has been instrumental in structuring and closing the first round of our debenture financing as well as completing our acquisitions in California and Nevada,” said Ryan Brown, Executive Chairman of NORTHBUD. “As NORTHBUD evolves its operations in the USA, we are very excited in our future as 2020 will be a significant year of growth for the Company. The extensive operational experience Sean brings to the team will be essential in executing our strategic plan and guiding the Company through its next level of growth. Moving forward NORTHBUD is committed to the highest level of financial management and diligence as we move from a pre-revenue startup into the revenue generating operational phase of development. Having someone with Sean’s experience and background at the helm of NORTHBUD’s day-to-day operations is a natural evolution for our Company. This transition will allow me to focus on overseeing the corporate strategy while supporting the management team in its execution.”
“We are also pleased to welcome Jennifer Ross-Carriere to our Board as she brings a strong legal and business background coupled with a wealth of corporate governance experience to our board,” said Ryan Brown. “Her knowledge, perspective and diverse skill set will complement our existing board members and be an incredible asset for our Company as we advance our strategic plan.”
Mr. Brown further stated, “I am pleased to take on the role of Executive Chairman supported by our first class independent Board of Directors consisting of Lead Independent Director and former Altria executive, Micheal Saxon, former multiple term Canadian Federal Cabinet Minister, Leona Aglukkat, Dr. Terresa DeLuca, Managing Director of the NY Life Science Venture Fund, Jennifer Ross-Carriere, and experienced capital markets executive and co-founder, André Audet.”
“I am extremely pleased to be assuming the role of Chief Executive Officer working alongside Ryan, a seasoned veteran of our industry, as we move towards placing our vision into action,” said Sean Homuth, CEO of NORTHBUD. “Our strategy is to build a Company focused on operating cost-efficient cultivation facilities in the largest addressable markets in North America. With a world class board and executive team, we are poised to lead NORTHBUD through a period of tremendous growth and opportunity.”
Annual and Special Meeting
The Company expects to hold its Annual and Special Meeting (the “Meeting”) in Ottawa, Ontario toward the last week of January 2020 or in early February 2020. The Company will update shareholders and file the required notices on its website and under its issuer profile on SEDAR at www.sedar.com.
Corporate Update
On November 22nd, 2019, the Company received a request for information from Health Canada (the “Request”). The Request required the Company to provide certain information and confirmations related to the Company’s outstanding cultivation license application and evidence package. The Company is pleased to report that the Request was responded to in full in advance of the December 8th, 2019 deadline. The Request did not contain any notices of deficiencies in the Company’s cultivation license application nor did it require the Company to make any modifications to its facilities. On November 27th, senior management of the Company partook in a conference call with the Company’s assigned reviewer at Health Canada to ensure the completeness of the Company’s responses to the Request prior to submission. The Company is confident that the approval process is on track but, at this time, cannot predict when it will be granted a cultivation license by Health Canada. The Company will update shareholders on any material advancement of the application.
In preparation for the anticipated licensing of the Company’s Canadian production facility, the Company has entered into a purchase agreement with Ottawa-based licensed producer apollogreen inc. apollogreen inc.’s business is focused on the sale of clones and starting genetics. Under the terms of the agreement, apollogreen inc. will provide the Company with starting materials which the Company expects to be cultivated and sold under its Business to Business (“B2B”) sales program.
“We are very happy to be working with the team at apollogreen whom we have known for many years,” said Ryan Brown. “Their services will significantly expedite our ability to achieve revenue post-receipt of our cultivation license. The Company is in negotiation with multiple licensed producers and expects to sign one or more letters of intent for wholesale B2B supply in the coming weeks. The Company’s intention is to secure immediate line of sight on revenue through the process of obtaining our direct sales licenses and preparing our unique genetics for commercialization under the NORTHBUD brand. Historically many producers have chosen to bank inventory for the first 12 months pending the receipt of a sales licence. We believe this is an inefficient strategy and has resulted in large inventory valuation write downs and inferior product being released to consumers. This provides us with a focused cultivation strategy from day one which will increase profitability and allow us to incrementally enter the market with higher-margin branded products while ensuring cash flow needs will be met in the near and medium term.”
Option Grants
On December 9, 2019, the board of directors of the Company approved the grant of 1,025,000 incentive stock options (“Options”) to certain directors and senior officers of the Company. The Options vest immediately and are exercisable to acquire common shares of the Company at a price of $0.25 per common share, subject to the rules of the Canadian Securities Exchange (the “CSE”) and the Company's newly adopted 2019 Omnibus Equity Incentive Compensation Plan (the “Omnibus Plan”). The Options expire five years from the date of grant. The Omnibus Plan was adopted by the Board of Directors on December 9, 2019 and is subject to ratification and approval by the shareholders of the Company at the Meeting. The foregoing grant of Options is subject to the ratification and approval of the Omnibus Plan.
RSU Grants
On December 9, 2019, the board of directors of the Company also approved the grant of 3,388,889 restricted share units (“RSUs”) to certain officers, directors, key employees and consultants of the Company. The RSUs vest in four equal tranches starting three months from the date of grant. Each vested RSU entitles the holder thereof to receive one common share of the Company upon delivery of an exercise notice, in accordance with the Omnibus Plan. The foregoing grant of RSUs is subject to the ratification and approval of the Omnibus Plan at the Meeting by the shareholders of the Company.
About Sean Homuth, CEO of NORTHBUD
Mr. Homuth brings extensive experience with both Canadian and U.S. publicly traded organizations both in industry as well as from a client perspective during his tenure at Ernst & Young and, more recently, as an independent consultant. Previously, Mr. Homuth was Chief Financial Officer at Orezone Gold Corporation (and Vice President, Finance and Administration for its predecessor company, Orezone Resources Inc.) a publicly listed company headquartered in Canada with operations in West Africa. At Orezone Mr. Homuth led a global team of finance professionals and was involved in over $800 million in financings and M&A transactions with the company and its predecessor. Mr. Homuth holds accounting designations in both Canada (CPA, CA) and the United States (CPA – Illinois).
About Jennifer Ross-Carriere, Director
Mrs. Ross-Carriere brings over 20 years of experience working with global companies in the technology industry providing strategic and operational advice to organizations of all sizes at the senior leadership and board levels with a particular emphasis on legal matters and employee relations. Previously, Mrs. Ross-Carriere held the roles as General Counsel and Vice-President, People & Culture at IFS Aerospace & Defense and General Counsel and Vice-President, People & Culture at Mxi Technologies. In these roles, she demonstrated strong skills in many areas including, intellectual property, licensing, M&A, corporate governance and employment. She is a senior HR professional with a focus on the development of an employee support organization truly matched to company culture. Mrs. Ross-Carriere was called to the Bar of Ontario in 1999, holds a Bachelor of Laws (LL.B.) from McGill University and a Bachelor of Arts from Carleton University. She has served as a Board member of several technology companies and non-profit organizations.
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a license under The Cannabis Act. The Company has built a state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada. NORTHBUD through its wholly owned U.S. subsidiary, Bonfire Brands USA has acquired cannabis production facilities in California and Nevada. The Salinas, California property is located on 11 acres which currently consists of a 300,000 sq. ft. of licensable greenhouse space with 60,000 sq. ft. actively cultivating cannabis and a 2,000 sq. ft. building licensed for distribution. The Reno, Nevada property is located on 3.2 acres of land which was acquired through the acquisition of Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation which holds medical and adult use licenses for cultivation, extraction and distribution.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, Nov. 22, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce that Bonfire Brands USA (“Bonfire”), a wholly owned subsidiary of NORTHBUD, has signed multiple definitive agreements related to its previously announced letters of intent with the Qlora Group and Monterey Holdings (see September 12, 2019 press release).
Transaction Terms:
Bonfire Brands USA has finalized the acquisition of an 11-acre property located at 20180 Spence Road Salinas, California from Monterey Holdings Inc. The property currently consists of 300,000 sq. ft. of licensable greenhouse space with 60,000 sq. ft. actively cultivating cannabis and a 2,000 sq. ft. building licensed for distribution. The purchase price of the property is USD$8,000,000 which represents the fair market value of the real estate. The buyer and seller have entered into a seller carry back financing for the full purchase price.
Bonfire Brands USA has signed a definitive agreement with the Qlora Group for the acquisition of cultivation, processing and distribution licenses associated to the Spence Road property. As part of this acquisition Bonfire Brands USA also acquires all the Intellectual Property (IP) and assets related to the brands California Bud Co and Live For The Day (LFTD). The two brands combined for approximately USD$6,500,000 in unaudited sales over the past 18 months. In consideration for this acquisition Bonfire has assumed a USD$2,500,000 debt note from the Qlora Group. The debt will be settled over a 24-month period through a combination of cash and stock at the discretion of the note holder. Immediately upon signing of the definitive agreement Bonfire will have acquired 80% ownership of the licenses with the remaining 20% to be transferred after approval from the California Cannabis Control and Licensing Bureau.
The buyer will be taking possession of all biological assets including: 6000 plants currently in the fifth week of flowering;~ 5000 plants in various stages of vegetative growth;~ 350 Lbs. of dried and harvested flower and trim; and 3000 filled vape cartridges of various strains.
“On the heels of the historic adoption of the MORE Act, the NORTHBUD and Bonfire team is extremely proud to have finalized this agreement and how the structure allows for the acquisition to be financed from ongoing cash flow from the acquired business with minimal dilution while allowing the company to acquire what we believe to be exceptionally positioned infrastructure located in the heart of California’s Sun Belt and home to the largest cannabis cultivators in the state,” said Ryan Brown, CEO of NORTHBUD.
This infrastructure will serve as the primary operation for Bonfire Brands USA within the state of California, which is considered to be the largest cannabis market in North America valued at USD$3 billion dollars per year according to Arcview Market Research and BDS Analytics (August 2019).
“We are very pleased with the successful acquisition of the Salinas facility,” said Justin Braune, President of Bonfire Brands USA. “We have been working closely with the cultivation team at Qlora over the past two months and will immediately take over operations to begin driving revenue growth. We anticipate our first harvest within 45 days and have been actively negotiating agreements with distribution and cultivation partners whom wish to leverage our strategic infrastructure through joint venture and subletting agreements. We anticipate closing these transactions in the near future with the goal of having the California operation generating positive cash flow in the near term.”
The Transaction is a significant acquisition but will not result in a “Fundamental Change” pursuant to the policies of the CSE. NORTHBUD will be preparing the necessary corporate and securities filings in order to secure the required approvals for the Transaction.
NORTHBUD has agreed to pay up to 3% in finder fees to arm’s length parties in connection with the closing of the Transaction. The fee is payable in common shares of NORTHBUD.
The closing of the Transaction is conditional on the receipt by the parties of applicable corporate and regulatory approvals including that of the CSE.
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a license under The Cannabis Act. The Company has built a state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada. NORTHBUD through its wholly owned U.S. subsidiary, Bonfire Brands USA has acquired cannabis production facilities in California and Nevada. The Salinas, California property is located on 11 acres which currently consists of a 300,000 sq. ft. of licensable greenhouse space with 60,000 sq. ft. actively cultivating cannabis and a 2,000 sq. ft. building licensed for distribution. The Reno, Nevada property is located on 3.2 acres of land which was acquired through the acquisition of Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation which holds medical and adult use licenses for cultivation, extraction and distribution.
For more information visit: www.northbud.com
12yearplan
5 years ago
TORONTO, Nov. 19, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce that Bonfire Brands USA, a wholly owned subsidiary of NORTHBUD, has signed a definitive asset purchase agreement to acquire all assets of Nevada Botanical Science, Inc. (“NBS”) (see June 25, 2019 press release) in a transaction valued at USD$7.5 million.
Nevada Botanical Science (NBS) is located in Reno, Nevada. NBS holds Nevada State medical and adult use licenses for cultivation, extraction and distribution. NBS operates an integrated cannabis operation located on 3.2 acres of land within the Reno green zone industrial park. NBS currently operates a 5,000 sq. ft. indoor cultivation facility and has been approved for expansion of up to 60,000 sq. ft of greenhouse space. The property also includes an operating extraction facility and licensed and approved commercial kitchen. This infrastructure is capable of manufacturing and bottling beverages and edibles and is currently used by NBS for both white label and branded product manufacturing. Operated by healthcare professionals, NBS has been primarily focused on the Nevada State medical cannabis market. NBS currently manufactures and sells award winning (Jack Herer Cup 2018) topical pain creams, balms and lotions under the Trichomic medical brand.
This past year NBS launched a trial release of cannabis infused cocktails under the brand “Happiest Hour”. Collaborating with local craft beverage manufactures NBS released a variety of beverages including Margarita, Pina Colada, Bloody Mary, Long Island Ice Tea and Lemonade to select retailers in the state. To date retailer adoption and reordering has been 100% and based on customer feedback, NBS will increase production and distribution including additional retailers in Las Vegas in 2020. NBS has also finished a successful trial launch of its energy shot 1oz beverage containing 25mg of THC and 50mg of Caffeine. The Company plans to run a second branded trial in early 2020. Over the past three months NBS and NORTHBUD have been working together in preparation for the release of NORTHBUD branded dried flower products in Q4 2019 and a variety of infused and non-infused pre rolls.
“Subject to the finalizing of the previously announced acquisition of the Qlora Group in California, the Company plans to establish a unified product manufacturing and distribution platform within these two important states,” said Justin Braune, President of Bonfire Brands USA. “The license classes in California and Nevada allow for identical activities and the Company has been in negotiation with multiple potential JV partners who wish to leverage this unique platform. Being one of the few multi state operators with operations in both states will allow us to offer turnkey solutions to prospective partners moving forward.”
Transaction Terms
The transaction (the “Transaction”) is structured as an asset purchase agreement whereby in exchange for the purchase of all of the securities and assets of NBS, NORTHBUD is paying a total of USD$7,500,000 as follows:
Cash payment of USD$500,000 (paid in full);
Approximately USD$1 million in convertible shares of Bonfire Brands USA (6,500,000 “convertible shares”); and
A USD$6,000,000 interest bearing promissory note.
The convertible shares may be exchanged on a 1-1 basis with common shares of NBUD at the discretion of the shareholder. At the time of signing, the converted value of these securities was equal to USD$1,000,000. All applicable U.S. and Canadian regulatory holds shall apply upon conversion.
As per the terms of the agreement NBS will allocate pro rated ownership of assets in NBS and all associated licenses to Bonfire Brands USA throughout the re-payment period, subject to state approval.
Bonfire Brands and NBS have agreed to an operations and management arrangement allowing Bonfire to assume operational control, begin integration and driving revenue immediately.
“The NORTHBUD and Bonfire Brands USA team are extremely proud to have finalized this agreement making the state of Nevada our strategic entry point into the U.S. legal cannabis market,” said Ryan Brown, CEO of NORTHBUD. “We are equally proud of the structure of the deal and how it minimizes shareholder dilution while allowing our team to begin integration and operations with a focus on immediate revenue growth in one of the most sought-after adult use markets in North America. Our team has been looking at acquisitions in Nevada for over two years before finding the right fit. The Nevada market is considered one of the largest and most profitable in North America with recreational sales of USD$580 million in the first full year of legalization* (2017 Nevada Dept. of Taxation).”
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Transaction is a significant acquisition but will not result in a “Fundamental Change” pursuant to the policies of the CSE. NORTHBUD will be preparing the necessary corporate and securities filings in order to secure the required approvals for the Transaction.
The parties have agreed to pay USD$187,500 in broker/finder fees to arm’s length parties on a prorated basis connection with the closing of the Transaction.
The closing of the Transaction is conditional on the receipt by the parties of applicable corporate and regulatory approvals, including that of the CSE.
About Nevada Botanical Science, Inc.
Founded by a group of northern Nevada physicians and healthcare professionals who believe in the promise of medical cannabis, Nevada Botanical Science has developed a world class cannabis production, research and development facility in Reno's Washoe County. Its work and commitment are fully in compliance with the Hippocratic Oath as well as Nevada statute. Nevada Botanical Science is dedicated to ensuring the highest measure of safety, governance and stewardship for its patients, employees and the community it serves.
For more information visit: www.nevadabotanicalscience.com
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act. The Company has built a state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada. NORTHBUD through its wholly owned U.S. subsidiary, Bonfire Brands USA has acquired Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation in Reno's Washoe County. Nevada Botanical Science holds medical and adult use licenses for cultivation, extraction and distribution. Bonfire Brands USA has entered into an agreement to acquire assets in Salinas, California.
For more information visit: www.northbud.com
12yearplan
5 years ago
North Bud ready to grow ?
October 23, 2019
?
By Hunter Cresswell
North Bud Farms CEO Ryan Brown is done having resumes – so to speak – dropped off at his Chelsea headquarters. In this case, the “resumes” are bags of marijuana.
The company’s Venosta building is complete, and the final piece of the puzzle Brown awaits is approval from Health Canada to ensure the facility is up to cultivation and security standards. A response should come within the next month. In the meantime, he’s preparing for operations and working to license genetics of certain strains of marijuana – hence, the bags of grass being dropped off.
“I’ve already secured a few of them, but we’d like to have a variety of local proven outdoor strains…it’s a good opportunity for a legacy cultivator,” Brown said.
The 12 months that have passed since cannabis was legalized on Oct. 17, 2018 have been a rollercoaster for legal marijuana firms. Stock prices skyrocketed, then plummeted. But Brown said his company, which is publicly traded, is in a unique position to thrive in the changing market since it owns its own building and has a lot of capacity to expand.
“There’s a lot of tangible value in the company,” he said. North Bud wants to get quality flower on the market for competitive prices. Brown used a beer analogy to explain: “I want [customers] to feel they bought a case of Heineken, but they paid Budweiser prices for it.”
On top of selling flower on its own and to manufacturers who need the plant material to create newly legal concentrates – such as hash or hash oil – and edibles, Brown wants to corner the pre-rolled joint market. Growers, he explained, get away with putting the lower quality buds into pre-rolled joints since customers don’t get to eye the product like they do when buying just the flower.
“Right now the pre-roll market is the most underserved,” he said. “The pre-roll is the hot dog of the industry. It’s where everyone puts what they can’t sell.”
For more information visit northbud.com.
https://www.facebook.com/pg/northbud/posts/
Cheers!.
12yearplan
5 years ago
TORONTO, Oct. 17, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce the appointment of Sean Homuth as Acting Chief Financial Officer (CFO), effective today. Mr. Homuth’s permanent role as CFO will commence upon receiving Health Canada security clearance required for all Officers and Directors of the Company.
“As NORTHBUD expands its presence into the USA with the anticipated closing of its previously announced letters of intent with the Qlora Group (California) and Nevada Botanical Science (Nevada), we are strategically adding additional expertise in international business and finance,” said Ryan Brown, CEO of North Bud Farms Inc.
Mr. Homuth brings extensive experience with both Canadian and U.S. publicly traded organizations both in industry as well as from a client perspective during his tenure at Ernst & Young and, more recently, as an independent consultant. Previously, Mr. Homuth was Chief Financial Officer at Orezone Gold Corporation (and Vice President, Finance and Administration for its predecessor company, Orezone Resources Inc.) a publicly listed company headquartered in Canada with operations in West Africa. At Orezone Mr. Homuth led a global team of finance professionals and was involved in over $800 million in financings and M&A transactions with the company and its predecessor. Mr. Homuth holds accounting designations in both Canada (CPA, CA) and the United States (CPA – Illinois).
“We are pleased to welcome Sean to our dynamic team as NORTHBUD expands its footprint into the USA,” stated Ryan Brown, CEO of North Bud Farms Inc. “Sean brings specialty experience in accounting and finance for international companies as well as a profound knowledge of capital markets, having worked with and advised many public companies over the years. He joins NORTHBUD at an exciting time in its development as his leadership and experience will be essential in executing our strategic plan and taking the company to its next level of growth.”
Brendan Stutt, the Company’s incumbent CFO, who has made invaluable contributions to the Company's financial leadership and culture, will work to ensure a smooth transition and will remain with the Company in a non-executive role.
Mr. Brown stated: “We would like to thank Brendan for his contributions to the Company, in particular the successful listing of NORTHBUD on the Canadian Securities Exchange.”
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act. The Company has built a state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada. NORTHBUD through its wholly owned U.S. subsidiary, Bonfire Brands USA has entered into agreements to acquire assets in California and Nevada.
For more information visit: www.northbud.com
12yearplan
5 years ago
A Cannabis Pioneer with Strong Value & Upside Potential
image: https://media.stockhouse.com/media/columnists/73482d92-5e3d-4663-a087-498f22541f8b.jpg
Jon Brown Jon Brown, Stockhouse
0 Comments| 6 days ago
image: https://stockhouse.com/getmedia/db14d818-0ce3-43f1-9126-45715bbfac78/nbudlogo?width=175&height=45
Click to enlargeIf there’s one thing investors don’t like, its surprises with their stocks. A nice easy story is often elusive, but when it appears, it should be noted for the value it offers.
That’s the theme behind Canadian cannabis producer NORTH BUD Farms Inc. (CSE: NBUD, OTCQB:NOBDF, Forum). At a time when the industry is looking to “Legalization 2.0” as an incoming wave of new cannabis-infused products, there is also a new type of cannabis company emerging. In this case, with NBUD, it boasts the merit of being one of the very lowest market caps of any cannabis operator on the Canadian Securities Exchange at around $15 million as of early September 2019.
Trading at less than 1X its 2020 projected revenue in Canada alone, the Company is one of the most reasonably-priced operators. Its chief asset: A purpose-built facility with projected yields and revenues coming down the pipeline next year. As a one-off Canadian licensed producer (LP), it offers a clean prospect. In an interview talking about his Company with Stockhouse Editorial, CEO Ryan Brown described the mindset behind NORTHBUD brand:
“Every time someone buys a NORTHBUD product, I want them to feel like they bought a case of Heineken and they paid the price of Budweiser for it.”
CEO Brown laid out the Company’s strategy through three questions that help define NBUD’s goals:
• Who is our audience?
• What do they consume?
• What do they have to build to efficiently and cost-effectively produce those products for that consumer?
As covered in an August 2019 feature article on Stockhouse and its recent coprorate update video, NORTHBUD has completed construction of its 24,500 square foot Phase One indoor cannabis cultivation facility located on 135 acres of land in Low, Québec. The Company is also looking to use part of its outdoor crop for pharmaceutical and food-grade cannabis applications. More on this facility later.
image: https://stockhouse.com/getmedia/f99edfe1-ad66-4974-9c1d-84175c2c5542/Northbud01?width=450&height=297
(NORTHBUD facility.)
Growing market opportunity:
Share prices among cannabis companies have been hit hard, but that doesn’t mean the industry is going away. The next opportunity is still out there. As we approach a year post-legalization in Canada, the risk / reward scenario for a lot of operators looks much clearer.
With NORTHBUD, the Company presents rewards that are quite tangible when looking at the grand scheme of investing in cannabis, with really no greater risk than any other company. While other operators struggle to meet demand for products, this is a clean operator with a straightforward story about a stock moving quickly in a green direction, rather than into the red.
The “2.0” philosophy is about more than just legalizing a new type of cannabis product or greater availability for dried flower, but it is also about new company structure, how they’re built-out, financed and how this shapes their market caps. An investor doesn’t have to look very far to find a licensed cannabis company of a comparable size to NBUD trading at even 2.5 - 3.5X their market value, but this is where the Company’s upside comes from. With other players in the field, there are often some “unlocks” with their shares that can take an investor by surprise. Since NBUD listed in September 2018, all of its shares are left on the table, basically unlocked, there’s no “Acreage scenario” where traders invest early and get slammed by insider unlocks. Company leadership took this into consideration when it decided to go public and is still trading around its IPO issue price in a tense market, which indicate it is on the right path from a business and investment perspective. An investor knows exactly what they are getting.
Product timeline:
NORTHBUD is looking at a 2020 rollout for the release of its brand of flower to the market, which will be available as dried flower and pre-roll products. As a consumer-facing brand, its focus will be on a market demographic within the existing consumer base that is not currently buying from the legal market. The target is the 80% of consumers who go for “grey" and “white” market suppliers, which has been estimated to be worth roughly $3 billion, according to cannabis business accelerator Grow Tech Labs.
How NORTHBUD intends to penetrate that market, is by ensuring it always has a very favourable cost-to-value ratio. The Heineken quality for Budweiser price philosophy, at a time when many other companies are focused on premium products or the cheapest product in the biggest growing space, when a large portion of the market is looking for something else.
Facility:
NORTHBUD completed its Phase One indoor cannabis cultivation facility in August 2019 and submitted the facility’s Evidence of Readiness Package to Health Canada. As soon as shovels went into the ground, CEO Brown stated that efficiency and productivity were the main objectives when building this facility.
The objective here wasn’t to shove as much growth space into the building as possible, nor was it to make a claim that it has X-amount of growth space, just focus on tangible size for a Phase One project in a manner that would be conductive to producing good quality products.
What makes this project unique, is that it is built on a large piece of agricultural land, much larger than what is required for the Company’s operations now. It is currently using more than adequate space to produce a significant number of clones, while also being ready for outdoor planting come spring 2020. Instead of cramming the facility full of as much equipment as possible at the expense if workflow and employee comfort, NORTHBUD left room to expand and grow. This is a different approach for a cannabis operator, designing a functional production facility for a Company of this size.
Another benefit that should not be overlooked is the facility’s location, situated near the second largest hydroelectric dam in Québec. The Company strategically positioned its operation here to harness the low-cost advantages the province has over anywhere else in Canada.
Unlike other operators in the “1.0” cannabis phase who just wanted to get a building licensed and run a profitable company, NORTHBUD looked to the future and decided to place their facility in a rural setting before work began. Others are now looking for cheaper plots of land in rural settings as their urban operations have become too expensive to run.
CEO Brown noted that the facility was built to Good Manufacturing Practice (GMP) standards, even though the Company has not applied to that certification but wanted to be following that standard with brand new, state-of-the-art equipment. From the start, the thought process was to build the facility with the target consumer in mind in the most economical way possible.
image: https://stockhouse.com/getmedia/e254d16b-ebeb-4380-8bbe-44efe229c5f1/northbud02?width=450&height=297
(Image via NORTHBUD Corporate update video.)
Company history:
Founded in June 2018 as a division of NORTHBUD Capital Holdings Ltd. (which is also one of the the Company’s largest investors), NBUD acquired a late-stage Access to Cannabis for Medical Purposes Regulations (ACMPR) application from Tetra Bio-Pharma Inc. (TSX: V.TBP). At the time, it was believed that there was value in legacy applications and if there was going to be any shakeups in the way Health Canada process the applications, NORTHBUD would be insulated by acquiring that application early, rather than starting from scratch. Since the federal government did just that when it put the Cannabis Act ahead and amended the criminal code, it was a solid plan in hindsight.
This legacy application was the start of the Company’s focus on efficient operations, as it provided the best environment to move forward in what has been considered a rather risky industry. The approach added security for both NORTHBUD but also its investors.
NORTHBUD raised capital through a variety of financing rounds, including an IPO at $0.25 cents a share and began construction at its facility.
CEO Brown was intrigued by the project while he was at Tetra. He has experience as an investor in cannabis and felt like he could offer a lot to building the Company and its brand, as opposed to solely focusing on investing into it. Now he comes back full-circle as an operator in this space, helping to grow the Company.
image: https://stockhouse.com/getmedia/205681f1-f461-4802-9204-26b8dcad240e/northbud03?width=450&height=297
(NORTHBUD facility, aerial view.)
With an eye to close more deals in the near future, NORTHBUD is continuing to build its footprint across what it sees as the four largest markets in North America.
California – The largest cannabis market (expected to reach $3.1 billion in 2019 sales)
Nevada – Boasting a massive tourist advantage, the state has a high retail price
Canada – Estimated to be worth $5 billion by 2021
Investment conclusion:
NORTHBUD Farms’ chief intent is to make sure its customers feel like they get more value out of these products than the money they spent. The customers will come to know what the brand feels like. This is how a legacy following is built - the type of consumer who knows what they are buying before they make that purchase.
These metrics are more straightforward to measure now that we approach a year’s worth of legal sales and can see where the sweet spots in the market exist. This is where NORTHBUD has targeted to operate.
The Company is run by individuals who are cannabis industry experts, not high tech or CPG types. They come from the cannabis industry and see this as their opportunity to be involved in bringing a successful Company to market, build a brand and get behind it. By the cannabis consumer for the cannabis consumer.
northbud.com
FULL DISCLOSURE: This is a paid article produced by Stockhouse Publishing.
Read more at https://stockhouse.com/news/newswire/2019/09/11/a-cannabis-pioneer-with-strong-value-upside-potential#KhplSYguJ21eCVXV.99
12yearplan
5 years ago
TORONTO, Sept. 12, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce that Bonfire Brands USA, a wholly owned subsidiary of NORTHBUD, has entered into a land purchase agreement with the Qlora Group to acquire a fully operational Cannabis farm consisting of approximately 300,000 sq. ft. of greenhouse capacity located in Salinas, California. With the near 11-acre cultivation facility comes additional licenses for processing and distribution. The transaction is valued at USD$11 million.
The facility in Salinas, California is currently licensed and operating a 60,000 sq. ft. greenhouse capable of producing 12,000 kg a year and holds the approval to expand up to approximately 300,000 sq. ft. of capacity with estimated yields of 60,000 kg a year. This infrastructure will serve as the primary operation for Bonfire Brands USA within the state of California, which is considered to be the largest cannabis market in the United States.
“Over the past seven months we have observed an evolution in the California market,” stated Justin Braune, President of Bonfire Brands USA. “Many existing legacy operations have been unsuccessful in transitioning their businesses into the adult use market post January 1st, 2019. Supply issues and licensing time frames have caused widespread re positioning of market shares amongst many verticals. Since the creation of Bonfire, we have determined that the acquisition of strategic licensed infrastructure will provide Bonfire with the most efficient operational structure possible. By controlling the complete vertical in one location per state we will have the capacity to increase both our offerings and margins. This will enable us to further improve our own brands as well as we work with complementary partners over a wide spectrum of product segments.”
Transaction Terms
Bonfire Brands USA entered into the land purchase agreement effective September 9, 2019. The purchase price of the land is USD$8M. As part of the 60-day escrow agreement Bonfire Brands USA will make an initial deposit of USD$500,000. The remaining USD$7.5M mortgage will be held by the seller at a fixed interest rate. Over the first 12 months, Bonfire Brands USA will make interest only payments before entering into a traditional principal and interest mortgage. Upon successfully transferring all licenses from Monterey Holdings to Bonfire Brands USA, the Company will issue a convertible debt note in the amount of CAD$2.5M. The debt note will be redeemable in four equal installments to be paid in cash or common shares of NORTHBUD (valued at the 30-day VWAP of the common shares on the CSE) at the discretion of the note holder. If the note holder chooses to redeem in cash, then the installment will be paid in monthly installments over a 3-month period. Any issuance of common shares of NORTHBUD will be subject to receipt of applicable regulatory approvals, including that of the CSE, and standard restrictions on resale.
Upon closing of the real estate transaction, it is expected that Bonfire Brands USA will begin to immediately operate the facilities under an operations agreement until the license transfer is complete.
In addition, Bonfire Brands USA intends to acquire the remaining assets of the Qlora Group related to the brands “California Bud Co.” and “Live For The Day” (LFTD) in exchange for common shares of NORTHBUD. Qlora Group advises that the brands accounted for USD$4.5M in unaudited revenue in 2018. This transaction is expected to take approximately six months to complete for a consideration of USD$500,000.
The Transaction is a significant acquisition but will not result in a “Fundamental Change” pursuant to the policies of the CSE. NORTHBUD will be preparing the necessary corporate and securities filings in order to secure the required approvals for the Transaction.
NORTHBUD has agreed to pay up to 5% in finder fees to arm’s length parties in connection with the closing of the Transaction. The fee is payable in common shares of NORTHBUD.
The closing of the Transaction is conditional on the receipt by the parties of applicable corporate and regulatory approvals including that of the CSE.
U.S. Expansion Update
NORTHBUD is pleased to have solidified its California expansion strategy with this this proposed transaction with Qlora Group and in light of this development and other factors NORTHBUD has agreed to mutually terminate the previously announced letters of intent regarding Eureka Vapor and Tanforan Ventures LLC. Mr. Justin Braune, President of Bonfire Brands USA will lead all NORTHBUD’s U.S. operations.
“Over the past seven months we have been working diligently to complete these transactions, however, during this time the market in California has evolved significantly,” said Ryan Brown, CEO of NORTHBUD. “When the opportunity to purchase licensed real estate in one of the most desired cultivation climates in the state presented itself, we felt that this was the best strategy to maximize revenue as well as protecting shareholder value. The acquisition of this property will provide NORTHBUD with larger revenue potential and significantly less dilution than the previous proposed transactions. We look forward to a potential collaboration with both companies in the future and wish them the best of success.”
The Nevada Botanical Science LOI agreement is still in place and the Company will update shareholders on material progress related to that transaction in due course.
While the proposed transactions involving Nevada Botanical Science and Monterey Holdings are complementary, they are independent and the Company may ultimately proceed to close one, both or none of the proposed transactions, depending on market conditions and regulatory requirements.
Corporate Update
NORTHBUD is pleased to update shareholders that the Evidence of Readiness Package was submitted to Health Canada and upon issuance of a standard cultivation licence from Health Canada, NORTHBUD will be ready to begin Canadian operations.
12yearplan
5 years ago
ORIGINAL: North Bud Farms Completes Construction of its Phase One Cultivation Facility and Establishes U.S. Based Subsidiary, Bonfire Brands USA
2019-08-14 09:14 ET - News Release
TORONTO, Aug. 14, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc.(CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") is pleased to announce the completion of its 24,500 square foot phase one indoor cannabis cultivation facility located on 135 acres of land in Low, Quebec, Canada. This week consultants are finalizing the facility’s Evidence of Readiness Package for submission to Health Canada.
"This is an important milestone for NORTHBUD, as we transition from the construction phase to pre-operational phase,” said Ryan Brown, CEO of NORTHBUD. “We believe that we have built an extremely cost-effective facility that will allow us to be competitive in all aspects of the Canadian market. With the addition of over 500,000 square feet of outdoor production later this year, we anticipate production of over 10 million grams of Cannabis in calendar 2020.”
Creation of New U.S. Subsidiary
NORTHBUD wishes to inform shareholders that they have established a wholly owned U.S. based subsidiary. Bonfire Brands USA Inc. has been established to own and operate NORTHBUD’s proposed acquisitions in the U.S. markets.
NORTHBUD is pleased to announce that it has appointed Justin Braune as President of Bonfire Brands USA. Mr. Braune currently serves as the CEO of EUREKA Vapor and will lead all of the NORTHBUD’s U.S. operations.
Mr. Braune brings over 10 years of industry experience to the NORTHBUD team. A graduate of the United States Naval Academy, he served in the U.S. Navy for ten years where he helped manage nuclear reactor systems aboard the USS Ronald Reagan. He holds an MBA from the University of Southern California's Marshall School of Business.
Prior to joining EUREKA Vapor, Mr. Braune served as President at Made By Science, a startup science and delivery technology company which was recently acquired by Acreage Holdings. Mr. Braune has served as CEO and President for multiple startup private and public companies over his 10-year career in the cannabis industry.
“I look forward to working with Justin as we move into the operational phase of our U.S. expansion plan,” said Ryan Brown, CEO of NORTHBUD. “Justin has extensive contacts in the U.S. cannabis industry which will be very valuable as we continue to expand and enter into new partnerships.”
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act. The Company has built a state-of-the-art purpose-built cannabis production facility located on 95 acres of Agricultural Land in Low, Quebec, Canada. North Bud Farms Inc. has entered into agreements to acquire assets in California, Colorado and Nevada.
Read more at https://stockhouse.com/companies/bullboard?symbol=c.nbud&postid=30026520#qB9c4K7VLFWdi2zY.99
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