MIAMI, June 1, 2020 /PRNewswire/ - Cansortium Inc. (CSE:TIUM.U) (OTCQB: CNTMF) ("Cansortium" or the "Company") and the Special Committee of the Board of Directors announced today completion of two important initiatives that were part of its strategic plan, developed during the second half of 2019, to focus the Company's capital and other resources on the most promising growth opportunities in Florida, Michigan, Pennsylvania and Texas.
The Company has completed the sale of its non-core Canadian assets, previously announced on December 17, 2019. As part of the consideration for the sale of its non-core Canadian assets, a total of 1,500,000 common shares were returned to the Company for cancellation; and the purchaser, the Company's former in-market partners in Canada, has assumed the on-going liabilities associated with such Canadian assets.
The Company has also amended and restated a prior agreement pursuant to which Cansortium Michigan, LLC, the Company's indirect wholly-owned subsidiary, intends to acquire 100% of the outstanding shares of Green Standard, Inc. ("Green Standard"), a company operating in the Michigan marijuana market with 12 existing Class C Grower Licenses and pre-qualification for a processor license and up to eight (8) provisioning centers. Green Standard operates an outdoor cultivation facility in Arlington Township, Michigan, and expects the first 2020 harvest in late summer. Under the amended terms, Green Standard shareholders will receive U.S.$10 million in aggregate consideration to consist of common shares and proportionate voting shares exchangeable into an aggregate of 2,727,723 common shares of the Company, which shall be escrowed until May 15, 2021, plus cash consideration to be generated by profits from Green Standard's Michigan business. The same number of shares of the Company that were previously issued to Green Standard shareholders and subject to vesting conditions have been returned to treasury for cancellation. Closing of the transaction is subject to regulatory approval.
Neal Hochberg, Executive Chairman of the Board of Cansortium, noted, "We continue to make important progress on the Company's strategic plan. Focusing the Company's capital and resources on large, actionable opportunities enabled us to achieve our first quarterly EBITDA(1) profit during the first quarter of 2020. The sale of our non-core Canadian assets and amendment of our acquisition agreement with Green Standard further position us to pursue growth in our target markets of Florida, Michigan, Pennsylvania and Texas."
EBITDA is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates EBITDA from net income (loss), plus (minus) interest expense (income), plus income taxes, plus depreciation and amortization. Reconciliations from EBITDA to Net Loss are available on the Company's investor relations website at www.investors.getfluent.com.
About Cansortium Inc.
Headquartered in Miami, Florida, and operating under the Fluent™ brand, Cansortium is focused on being the highest quality cannabis company in the State of Florida driven by unrelenting commitment to operational excellence from seed to sale. Cansortium has developed strong proficiencies in each of cultivation, processing, retail, and distribution activities, the result of successfully operating in the highly regulated cannabis industry. In addition to Florida, Cansortium is seeking to create significant shareholder value in the attractive markets of Texas, Michigan and Pennsylvania, where the Company has secured licenses and established operations.
Cansortium Inc.'s common shares and warrants trade on the CSE under the symbol "TIUM.U" and "TIUM.WT.U", respectively, and on the OTCQB Venture Market under the symbol (OTCQB: CNTMF). Investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarkets.com.
Certain information in this news release, may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in the public documents of the Company available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE Cansortium Inc