Cannabis Royalties & Holdings Corp.

November 09, 2016 08:44 ET

Cannabis Royalties Welcomes U.S. Vote to Reform Cannabis Laws in California and Florida

Outcome will create expanded opportunities for investors in the legal U.S. cannabis market, says CEO Marc Lustig

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 9, 2016) - Cannabis Royalties & Holdings Corp. (CRHC- soon to be re-named CannaRoyalty Corp.) welcomes the outcome of the vote to legalize cannabis for adult use in California and for medical use in Florida, two of the largest states that comprise the U.S. legal cannabis market. CRHC is a private Canadian company with a diversified portfolio of assets and holdings covering key segments of the legal cannabis market, primarily in the U.S.

CRHC Chief Executive Officer Marc Lustig, who brings 16 years of experience in capital markets and the pharmaceutical industry, formed the business eighteen months ago, anticipating the rapid growth of the sector and the accelerated pace of U.S. cannabis law reform.

"CRHC is uniquely positioned to take advantage of the explosive growth of the legal cannabis market in the U.S," stated Lustig. "As more investors look for exposure to the cannabis industry, we are on the path to taking the company public and offering investors access to the world's largest legal cannabis market with a unique, diversified approach."

Cannabis Royalties' platform of holdings include royalty agreements, convertible debt and equity interests encompassing research, brands and devices, as well as other strategic investments.

In California, CRHC has a total of eight holdings across these key verticals. This includes an interest in BAS Research, a medical cannabis manufacturing and research group, which develops advanced, science-driven medical cannabis products. Based in Berkeley, California, BAS Research was recently featured on the leading syndicated medical television series, the Dr. Oz Show.

In Florida, CRHC indirectly holds an equity interest in Alternative Medical Enterprises, LLC, a company focused on the development, production and dispensing of medical cannabis; in addition to a royalty agreement on a suite of cannabis products. CRHC also has business interests in Washington, Oregon, and Arizona with a growing pipeline of opportunities in other US states and in Canada.

An application has been made to list CRHC's business on the Canadian Securities Exchange ("CSE") under the name "CannaRoyalty Corp." As previously announced, CRHC has entered into an agreement (the "Agreement") dated June 30, 2016 with Bonanza Blue Corp. ("BB"), an unlisted reporting issuer in the Province of Ontario, that contemplates the completion of a business combination between CRHC and BB by way of a three-cornered amalgamation that will result in the reverse take-over of BB by CRHC's shareholders (the "RTO"). The RTO will result in CRHC merging with a wholly-owned subsidiary of BB and continuing as a wholly-owned subsidiary of BB, and in connection with the RTO, BB is expected to be renamed "CannaRoyalty Corp." Completion of the RTO is subject to, among other things, receipt of requisite CRHC shareholder approvals, regulatory approval, including approval of the CSE, and additional conditions, as described in the Agreement.

Further Information

A copy of the Agreement has been filed on BB's SEDAR profile at Further details about the RTO and the resulting issuer will be provided in the disclosure document to be prepared and filed in respect of the RTO on SEDAR.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.


The CSE has in no way passed upon the merits of the RTO or the listing of the common shares of the resulting issuer, and has neither approved nor disapproved the contents of this news release. Approval of the CSE for the listing of the common shares of the resulting issuer will be subject to, among other things, the resulting issuer satisfying the listing requirements of the CSE. There can be no assurance that the approval of the CSE regarding the listing of the common shares of the resulting issuer will be obtained.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All information contained in this news release with respect to BB and CRHC was supplied by the parties, respectively, for inclusion herein, and BB and its directors and officers have relied on CRHC for any information concerning such party.

Cautionary Statement on Forward-Looking Information

Certain information contained in this press release, including any information as to CRHC's strategy, projects, plans or future financial or operating performance, constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "will", "expect", "continue", "assess", "designed to prevent" and similar expressions identify forward-looking statements. In particular, this press release contains forward-looking statements including, without limitation, with respect to: (i) the closing of the RTO; (ii) expected terms of the RTO; and (iii) shareholder approval and the parties' ability to satisfy closing conditions and receive necessary approvals.

Forward-looking statements are necessarily based upon a number of estimates and assumptions; including material estimates and assumptions related to the factors set forth below that, while considered reasonable by CRHC as at the date of this press release in light of each of management's experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements and undue reliance should not be placed on such statements and information. Such factors include, but are not limited to: US regulatory risks, including without limitation the illegality of cannabis under US federal legislation; operational risks and/or operating or technical difficulties; the speculative nature of the cannabis industry; changes in national and local government legislation, taxation, controls, regulations or guidelines and/or changes in the administration of laws, policies and practices or political or economic developments in Canada, the United States and other jurisdictions in which CRHC does or may carry on business in the future; lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law; unfavourable publicity or consumer perception; limited operating history; competition; the inability to open a bank account; requiring additional equity and/or debt financing to undertake capital expenditures or to undertake acquisitions or other business combination transactions; fluctuations in the currency markets; changes in U.S. dollar interest rates; risks associated with strategic acquisitions; unprofitability of research and market development activities; employee relations including loss of key employees or management; failure to obtain or maintain the necessary licenses, permits, authorizations or accreditations; litigation, formal or informal complaints, enforcements actions, and inquiries; product liability claims or any regulatory action; difficulty in reselling securities of CannaRoyalty Corp.; price volatility of publicly traded securities; the development of competing technology; difficultly implementing a business strategy; inability to obtain insurance; and lack of adequate personnel and expertise.

CRHC disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

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