Market Newsdesk

MISSISSAUGA, Ontario and TORONTO, March 15, 2021 (GLOBE NEWSWIRE) — Microbix Biosystems Inc. (TSX: MBX, OTCQB: MBXBF, Microbix®), a life sciences innovator and exporter, and Seegene Canada Inc. (Seegene®), a provider of leading-edge molecular diagnostics assays and instruments (made by Seegene Inc. of Seoul, Korea), are pleased to announce a collaboration under which Seegene will distribute and recommend Microbix’s new COVID-variant Quality Assessment Products (QAPs™) to monitor the workflow accuracy of Seegene Allplex® assays across Canada.

In this collaboration, Seegene becomes a QAPs distributor and will recommend Microbix’s whole-genome COVID-variant QAPs to support Seegene’s molecular assays that detect the more-contagious emerging strains of the SARS-CoV-2 virus – initially the Brazilian, South African, & UK variants (P.1, B.1.351, & B1.1.7 respectively). Seegene’s unique Allplex assays more rapidly and economically detect the genetic point-mutations associated with these variants. In turn, Microbix’s novel COVID-variant QAPs will monitor the workflow accuracy and laboratory testing performance of those assays.

Combining Seegene’s Allplex new-variant detection assays with Microbix’s new-variant QAPs creates a faster, less-expensive, accurate, and effective means of assessing the prevalence of viral variants in populations. Use of Allplex and QAPs is therefore a superior alternative to costly and slow genomic-sequencing of patient samples. The resulting accurate knowledge of the presence and proportion of viral variants is critical for public health decision-making, including about the severity of lockdowns and the timing and extent of re-openings.

Seegene Allplex assays are designed to readily detect even single-nucleotide changes to genetic sequences and are therefore well-suited to viral variant detection (kits are now available in Canada on an RUO basis). Microbix’s QAPs are available to support both PCR-based (molecular) and antigen-based SARS-CoV-2 assays in refrigerator-stable liquid vials or formatted on Copan® FLOQSwabs® and room-temperature stable. Microbix’s PROCEEDx™ brand QAPs are RUO samples, while its REDx™ brand QAPs are In-Vitro Diagnostic “IVD” Controls. Regular use of QAPs helps ensure the accuracy of laboratory-conducted assays, such as for variant detection.

James Yantzi, CEO of Seegene Canada, commented, “It is vital for Canadian laboratories to have immediate access to the tools they require to generate the data that guides Canada’s public health responses. We’re therefore very pleased to collaborate with Microbix to help ensure the accuracy of our viral variant assays.”

Phil Casselli, SVP of Business Development at Microbix, remarked, “The emergence of variant viral strains drove us to create additional QAPs to support important new assays such as Seegene’s. We are delighted to count Seegene Canada as a supporter of Microbix, a technical collaborator, and our latest QAPs distributor.”

About Microbix Biosystems

Microbix develops proprietary biological technology solutions for human health and well-being, with about 90 skilled employees and sales growing from a base of over $1 million per month. It makes a wide range of critical biological materials for the global diagnostics industry, notably antigens for immunoassays and its laboratory quality assessment products (QAPs™) that support clinical lab proficiency testing, enable assay development and validation, or help ensure the quality of clinical diagnostic workflows. Microbix antigens enable the antibody tests of over 100 international diagnostics companies, while its QAPs are sold to clinical laboratory accreditation organizations, diagnostics companies, and clinical laboratories. Microbix QAPs are now available in over 30 countries, distributed by 1WA (Oneworld Accuracy Inc.), Alpha-Tec Systems, Inc., D.I.D. Diagnostic Int’l Distribution SpA, Labquality Oy, The Medical Supply Company of Ireland Ltd, R-Biopharm AG, and Seegene Canada Inc. Microbix is ISO 9001 and 13485 accredited, U.S. FDA registered, Australian TGA registered, Health Canada establishment licensed, and provides CE marked products.

Microbix also applies its biological expertise and infrastructure to develop other proprietary products and technologies, most notably viral transport medium (DxTM™) to stabilize patient samples for lab-based molecular diagnostic testing and Kinlytic® urokinase, a biologic thrombolytic drug used to treat blood clots. Microbix is traded on the TSX and OTCQB, and headquartered in Mississauga, Ontario, Canada.

About Seegene Canada Inc.

Seegene Canada Inc. is a Toronto-based subsidiary of Seegene Inc. (of Seoul, Republic of Korea). Seegene companies are global leaders in multiplex molecular diagnostics, and offer platforms with real-time PCR amplification technologies. The Seegene Inc. sales network covers over 60 countries, with subsidiaries in Brazil, Canada, Germany, Italy, Mexico, the Middle East, and the United States.

Forward-Looking Information

This news release includes “forward-looking information,” as such term is defined in applicable securities laws. Forward-looking information includes, without limitation, all discussion regarding Seegene, its products and the collaboration, Microbix’s products, Microbix’s business and business results, goals or outlook, risks associated with financial results and stability, development projects such as those referenced in its corporate presentation, regulatory compliance and approvals, sales to domestic or foreign jurisdictions, engineering and construction, production (including control over costs, quality, quantity and timeliness of delivery), foreign currency and exchange rates, maintaining adequate working capital and raising further capital on acceptable terms or at all, and other similar statements concerning anticipated future events, conditions or results that are not historical facts. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and represent the Company’s judgement as of the date of this new release, and the Company is under no obligation to update or alter any forward-looking information.

Please visit www.microbix.com or www.sedar.com for recent Microbix news and filings.

For further information, please contact Microbix at:
Cameron Groome, CEO (905) 361-8910	Jim Currie, CFO (905) 361-8910	Deborah Honig, Investor Relations Adelaide Capital Markets (647) 203-8793 [email protected]

Copyright © 2021 Microbix Biosystems Inc.

Microbix®, DxTM™, Kinlytic®, PROCEEDx™, QAPs™, and REDx™ are trademarks of Microbix Biosystems Inc.

PROCEEDx™FLOQ® and REDx™FLOQ® are trademarks of Microbix Biosystems Inc. in collaboration with Copan Italia S.p.A.

Copan®, FLOQ®, and FLOQSwab® are trademarks of Copan Italia S.p.A.

Seegene® and Allplex® are trademarks of Seegene Inc.

TORONTO, March 15, 2021 (GLOBE NEWSWIRE) — STORAGEVAULT CANADA INC. (“StorageVault” or the “Corporation”) (SVI-TSX-V) announced today that a quarterly dividend of $0.002720 per common share (“Common Share”) will be payable on April 15, 2021 to shareholders of record on March 31, 2021, with an ex-dividend date of March 30, 2021. This dividend has been designated as an “eligible dividend” for Canadian income tax purposes.

About StorageVault Canada Inc.

StorageVault owns and operates 212 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 167 of these locations plus over 4,400 portable storage units representing over 9.2 million rentable square feet on over 525 acres of land. StorageVault also provides professional records management services, such as document and media storage, imaging and shredding services.

For further information, contact Mr. Steven Scott or Mr. Iqbal Khan:

Tel: 1-877-622-0205
[email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

MOUNTAIN VIEW, Calif., March 15, 2021 (GLOBE NEWSWIRE) — IGM Biosciences, Inc. (IGM), a clinical-stage biotechnology company focused on creating and developing engineered IgM antibodies, today announced the appointment of Lisa L. Decker, Ph.D., to the newly created position of Chief Business Officer. Ms. Decker joins IGM with twenty years of experience in business development strategy, transactions and alliance management. Most recently, Ms. Decker was Chief Business Officer at Atreca, Inc., where she led business development, including the portfolio and alliance management functions.

“We are very pleased to have Lisa join our team to lead our business development efforts, which are growing quickly as we validate our platform and advance our pipeline,” said Fred Schwarzer, Chief Executive Officer of IGM Biosciences. “Lisa brings a wealth of life sciences business development experience. She has an excellent track record of identifying potential partners, growing relationships and developing and implementing successful business development strategies. She will be critical to executing on our vision of broadly developing the IGM technology to bring new treatments to patients in the fields of oncology, infectious disease and autoimmune disease.”

“IGM’s opportunity to pioneer the development of an entire class of antibodies as therapeutic treatments for human diseases is very exciting,” added Ms. Decker. “The remarkable scope of this opportunity and the commitment and vision of the team drew me, and I am excited to become part of the company that is leading the exploration of the inherent advantages of IgM antibodies.”

Prior to her role at Atreca, Ms. Decker served in multiple roles at Nektar Therapeutics, from her initial role as a Senior Director, Alliance Management/Business Development in 2008 to her final role in 2019, serving as Vice President, Business Development, where she led all partnering activities including strategy, identifying and assessing new opportunities and developing deal structures and financial terms. Before that, she served as Associate Director in the Office of Technology Management at the University of Massachusetts Medical School, where she was responsible for licensing, intellectual property strategy and management and marketing of early stage life science inventions, including the university’s Nobel Prize winning RNAi technology. Ms. Decker received her Ph.D. in Immunology from Tufts University School of Medicine and her B.A. in Biology from the College of the Holy Cross.

About IGM Biosciences, Inc.

Headquartered in Mountain View, California, IGM Biosciences is a clinical-stage biotechnology company focused on creating and developing engineered IgM antibodies. Since 2010, IGM Biosciences has worked to overcome the manufacturing and protein engineering hurdles that have limited the therapeutic use of IgM antibodies. Through its efforts, IGM Biosciences has created a proprietary IgM technology platform for the development of IgM antibodies for those clinical indications where their inherent properties may provide advantages as compared to IgG antibodies.

IGM Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including statements relating to IGM’s plans, expectations and forecasts and to future events. Such forward-looking statements include, but are not limited to, the potential of, and expectations regarding IGM’s technology platform and product candidates, the potential safety and efficacy of its product candidates, and statements by Mr. Schwarzer and Ms. Decker. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially, including but not limited to: IGM’s ability to demonstrate the safety and efficacy of its product candidates; IGM’s ability to successfully and timely advance its product candidates through preclinical studies and clinical trials; IGM’s ability to enroll patients in its clinical trials; the potential for the results of clinical trials to differ from preclinical or expected results; the risk of significant adverse events, toxicities or other undesirable side effects; IGM’s ability to successfully manufacture and supply its product candidates for clinical trials; the risk that all necessary regulatory approvals cannot be obtained or that any approved products may not achieve broad market acceptance; potential delays and disruption resulting from the COVID-19 pandemic and governmental responses to the pandemic, including any future impacts to IGM’s operations, the manufacturing of its product candidates, the progression of its clinical trials, enrollment in its current and future clinical trials and on its collaborations and related efforts; IGM’s early stages of clinical drug development; risks related to the use of engineered IgM antibodies, which is a novel and unproven therapeutic approach; IGM’s ability to obtain additional capital to finance its operations, if needed; uncertainties related to the projections of the size of patient populations suffering from the diseases IGM is targeting; IGM’s ability to obtain, maintain and protect its intellectual property rights; developments relating to IGM’s competitors and its industry, including competing product candidates and therapies; risks related to collaborations with third parties, including the risk of the occurrence of any event, change or other circumstance that could give rise to the termination of any such collaboration; general economic and market conditions; and other risks and uncertainties, including those more fully described in IGM’s filings with the Securities and Exchange Commission (SEC), including IGM’s Annual Report on Form 10-K filed with the SEC on March 26, 2020, IGM’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020, IGM’s Current Report on Form 8-K filed with the SEC on December 7, 2020 and in IGM’s future reports to be filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and IGM specifically disclaims any obligation to update any forward-looking statement, except as required by law.

Contact:

Argot Partners
David Pitts
212-600-1902
[email protected]

MILPITAS, Calif., March 15, 2021 (GLOBE NEWSWIRE) — View, Inc. (Nasdaq: VIEW) (“View”) filed financial results for the full year 2020. Business highlights are detailed below:

• Full year revenue increased 32.8% year-over-year to $32.3 million in spite of the impacts of the pandemic
• GAAP loss from operations improved 16.1% year-over-year; adjusted EBITDA improved 27.7% year-over-year
• Completed the announced transaction, raising gross proceeds of $815.2 million resulting in $518.3 million of cash on the balance sheet at transaction close, after retiring existing debt
• Recent customer announcements include Uber, Dallas Forth Worth International Airport, Tavistock Development Company, Oxford Property Group, Google, Nuveen, and others (see below for more details)

“View exceeded our plan for the full year 2020. Now in the public markets, we are excited about building on that success,” said Dr. Rao Mulpuri, Chairman and CEO of View. “The company is poised for high growth with a strong balance sheet, exciting product offerings, growing customer base, and accelerating market adoption. We are well capitalized and excited about the future, as the world looks to build smart buildings that are more sustainable, experiential, and healthier.”

Recent Business Highlights

On December 21, 2020, View announced (link) that its smart windows have started shipping to the Epic II, a 23-story, 470,000-square-foot office under development by Westdale and KDC, located in Dallas, TX. The property, which is scheduled to be occupied in 2022, will serve as a regional hub for Uber, the worldwide ride-sharing technology leader.

On January 13, 2021, View announced (link) that its smart windows will be installed in Dallas Fort Worth International Airport’s new expansion of Terminal D, a project that adds four gates to the terminal and showcases DFW’s “Gate of the Future”. The expansion will be the first airport to deploy View’s latest smart building digital network, AI and machine learning powered environmental sensor modules, and transparent ultra-high-definition displays.

On February 2, 2021, View announced (link) that its smart windows have been selected into multiple buildings across Lake Nona, the 17-square-mile visionary community developed by Tavistock Development Company. View Smart Windows have already been installed in five buildings in Lake Nona across office, retail, and hospitality projects, and will be installed in more than 30 additional buildings.

On February 18, 2021, View announced (link) that View Smart Windows are being installed at St. John’s Terminal, the 12-story, 1.3-million-square-foot, cutting-edge commercial office under development by Oxford Properties Group. This landmark Manhattan building will be the center of Google’s Hudson Square campus.

On February 25, 2021, View announced (link) its smart windows will be installed at 3.0 University Place, the 250,000-square-foot commercial lab and office building in the heart of Philadelphia’s innovation corridor. University Place Associates is partnering with Silverstein Properties and Cantor Fitzgerald to develop the state-of-the-art life science and commercial office space.

On March 1, 2021, View announced (link) the completion of 730 Third Avenue, a 665,000-square-foot, 27-story, office tower recently transformed through a $120 million renovation by Nuveen Real Estate, and its development advisor, Taconic Partners. TIAA, the parent company of Nuveen, owns 730 Third Ave and both firms will continue to be headquartered at the location.

Full Year 2020 Financial Highlights:

• Full year revenue of $32.3 million compared to $24.3 million in 2019, an increase of +32.8% year-over-year
• GAAP cost of revenue of $123.1 million; non-GAAP cost of revenue of $120.9 million
• GAAP research and development of $69.5 million; non-GAAP R&D costs of $65.1 million
• GAAP selling, general and administrative of $77.4 million; non-GAAP SG&A costs of $55.2 million
• GAAP loss from operations of $237.7 million; non-GAAP loss from operations of $208.8 million
• GAAP net loss of $257.0 million; non-GAAP net loss of $228.1 million
• Depreciation and amortization of $26.3 million
• Adjusted EBITDA $(182.6) million

 

VIEW, INC. SELECT FINANCIALS AND RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES  (in thousands, except for per share data) (unaudited)
		2020			2019
	$	32,302		$	24,324
Revenue
Cost of Revenue
GAAP Cost of Revenue	$	123,110		$	179,675
Stock-Based Compensation		2,240			3,084
Non-GAAP Cost of Revenue	$	120,870		$	176,591
R&D Expense
GAAP R&D Expense	$	69,491		$	77,696
Stock-Based Compensation		4,438			4,113
Non-GAAP R&D Expense	$	65,053		$	73,583
SG&A Expense
GAAP SG&A Expense	$	77,445		$	72,905
Stock-Based Compensation		22,254			21,879
Non-GAAP SG&A Expense	$	55,191		$	51,026
Loss from Operations
GAAP Loss from Operations	$	(237,744	)	$	(283,452	)
Stock-based Compensation		28,932			29,076
Loss (Income) from Legal Settlement		–			(22,500	)
Non-GAAP Loss from Operations	$	(208,812	)	$	(276,876	)
Net Loss
GAAP Net Loss	$	(256,982	)	$	(289,904	)
Stock-Based Compensation		28,932			29,076
Loss (Income) from Legal Settlement		–			(22,500	)
Non-GAAP Net Loss	$	(228,050	)	$	(283,328	)
Adjusted EBITDA
GAAP Loss from Operations	$	(237,744	)	$	(283,452	)
Stock-Based Compensation		28,932			29,076
Loss (Income) from Legal Settlement		–			(22,500	)
Non-GAAP Loss from Operations	$	(208,812	)	$	(276,879	)
Depreciation and Amortization		26,258			24,379
Adjusted EBITDA	$	(182,554	)	$	(252,497	)

Forward-Looking Statements

Certain statements included in this announcement that are not historical facts are forward-looking statements within the meaning of the federal securities laws, including safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this announcement. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of View. Factors that could cause actual future events to differ from the forward-looking statements in this announcement, include but are not limited to: volatility in the price of View’s securities, changes in competitive and regulated industries in which View operates, variations in operating performance across competitors, changes in laws and regulations affecting View’s business. changes in View’s capital structure, the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities, the potential inability of View to increase its manufacturing capacity or to achieve efficiencies regarding its manufacturing process or other costs, the enforceability of View’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others, and the risk of downturns and a changing regulatory landscape in the highly competitive industry in which View operates. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement filed on Form S-4 and other documents that will be filed by View from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and View assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. View does not give any assurance that View will achieve its expectations.

About non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared in accordance with GAAP, we use the following non-GAAP financial measures: non-GAAP cost of revenues, non-GAAP research and development, non-GAAP selling, general and administrative, non-GAAP loss from operations, non-GAAP net loss, adjusted EBITDA.

The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with GAAP.

About View

View is a technology company and the market leader in smart windows. View Smart Windows use artificial intelligence to automatically adjust in response to the sun and increase access to natural light, to improve people’s health and experience in buildings, while simultaneously reducing energy consumption to mitigate the effects of climate change. Every View installation also includes a smart building platform that consists of power, network, and communication infrastructure. For more information, please visit: www.view.com

Contacts:

Samuel Meehan
View, Inc.
Investor Relations
[email protected]
408-493-1358 

TORONTO, March 15, 2021 (GLOBE NEWSWIRE) — Petrolympic Ltd. (TSX.V:PCQ) (OTC:PCQRF) (the “Company”) is pleased to announce that the Company has entered into an agreement to acquire a gold property located in the east of the Val d´Or mining camp, Province of Quebec (the “Property”). The Property consists of two contiguous map-designated claims (cells) (no. 45248 & 45251) covering 285.9Acres which are part of a group of six claims (853total Acres) recently purchased, complementing a unifying a total of 37 contiguous map-designated claims (cells) to a grand total of 5263 Acres of gold potential geology in the center of Vauquelin township (NTS 32C03) approximately 40 km east of the town of Val d’Or, a major gold mining centre in Northwestern Quebec.

On execution of the purchase agreement with the vendor, 1039244 BC. Ltd, the Company will pay the vendor an aggregate cash payment of $75,000 as part of the purchase price. The remainder of the purchase price will be satisfied through the issuance of an aggregate of 900,000 common shares of the Company and work commitments over 4 years. Upon the completion of the transaction the Company will have acquired 100% interest in the mineral rights of the Property. The vendor will also receive a 1.5% NSR royalty from all eventual commercial mineral production on the project of which 0.5% can be bought back for $500,000 at start of production.

The issuance of the common shares under the transaction shall be subject to applicable securities laws, any securities regulatory authority having jurisdiction, and the policies of the TSX Venture Exchange, and the common shares shall be subject to a four-month hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange. Completion of the acquisition remains subject to approval by the TSX Venture Exchange.

The Property is underlain by volcano-sedimentary units of intermediate to mafic composition of the Val-d’Or Formation with associated synvolcanic intrusions. The Vauquelin-Pershing batholithic intrusive complex occupies the eastern part of the property.

A map accompanying this announcement is available at: https://www.globenewswire.com/NewsRoom/AttachmentNg/b7a5d089-c6cd-4937-9eae-ed5db7897c8a

Previous work has identified several sheared, altered, schistozed and mineralized NNW-SSE structure steeply dipping to SW. These structures are hosted within rhyolites, locally porphyritic andesites and several porphyritic felsic dykes. The mineralized structures are injected with quartz-carbonate veins and veinlets which are associated with sulfides. The sulfide mineralization mainly consist of pyrite, pyrrhotite, chalcopyrite and gold. Previous drilling has delineated two auriferous zones with most significant intersections of 3.37 g/t Au over 3.44 m and 12.34 g/t Au over 4.0 m.

Geoscientific compilation of available data (geophysical, geological and geochemical) demonstrates the most likely orientation of the mineralized structures as well as their possible lateral and depth extensions.

The presence of gold (Au), silver (Ag), copper (Cu) and zinc (Zn) geochemistry soil ‘B’ Horizon, several Induced Polarization (IP-Resistivity) anomalous zones and axes, as well as two gold mineralized zones intersected by drilling confirm the favourable potential of the Rayon d’Or Property.

Several gold deposits were found in the area in the past, such as:

• Forsan-Exxeter with 393,869 t @ 4.91 g/t Au (L. Perron, 1988, GM 47652, MERNQ).
• Bevcon-Buffadisson, a past producing gold mine from 1945 to 1967 with 438,000 ounces of gold @ 4.30 g/t Au average grade (Sigeom, MERNQ).
• Croinor Gold Deposit with proven and probable reserves totaling 602,994 t @ 6.66 g/t Au (Monarch Gold Corporation website).
• Cadillac East Group – Nordeau West Deposit with inferred resources of 1,1 Mt @ 4.09 g/t Au (O3 Mining Inc. website).
• Chimo Gold Mine located approximately seven kilometers south with Indicated Resources of 4,017,600 tonnes @ 4.53 g/t Au and Inferred Resources of 4,877,900 tonnes @ 3.82 g/t Au (Cartier Resources Inc. press release dated May 5, 2020).
• Sleepy Lake Gold Deposit of Probe Metals with 1,85 Mt Au @ 4.7 g/t Au for 279,760 ounces of gold. (2014 NI 43-101 Technical Report).

A map accompanying this announcement is available at: https://www.globenewswire.com/NewsRoom/AttachmentNg/6fb5793e-d686-4094-967d-d15339ae3fc1

The Rayon d’Or Property is located within a very favourable metallogenic environment hosting several gold mineralized structures, deposits and past producers. Exploration programs will consist of geological, geophysical and geochemical surveys and follow-up drilling on generated priority exploration targets and definition drilling on the extensions of known gold zones permitting the Rayon d’Or Property to improve to an advance project.

Petrolympic continues to pursue and believe in Quebec’s oil and gas potential and intends to proceed with de development of its conventional assets as soon as the regulatory delays are resolved.

An oil reservoir has been documented in the Massé structure (Lower St. Lawrence), with a potential of 53.6 BCF of gas and 52.2 million barrels of oil over a probable average area of 5.2 km2 (an oil equivalent total of 61.1 million barrels of oil equivalent), as estimated by Sproule (see the press release dated May 17, 2016, filed on www.sedar.com). Petrolympic has a 30% working interest in this structure and in the surrounding acreage which also bears a significant potential. Petrolympic has also owns 100% of the adjacent Mitis and Massé properties. In the Mitis Property, several conventional drilling targets have been identified with a potential for dry gas in sandstones (see the press release dated August 31, 2015, filed on www.sedar.com). In the Matapedia Property, a soil gas survey has independently confirmed the occurrence of several prospects identified by seismic data, with a potential for dry gas and condensates in naturally fractured carbonates.

Qualified Person

The technical information contained in this news release has been prepared and provided by Alain-Jean Beauregard, géo., a member in good standing of l’Ordre des Géologues du Québec (OGQ, member 227) and a Qualified Person within the context of Canadian Securities Administrators’ National Instrument (“NI”) 43-101; Standards of Disclosure for Mineral Projects.

Cautionary notes related to news release

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company’s properties.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information contained or incorporated by reference in this press release, including any information regarding the proposed acquisition, constitutes “forward-looking statements.” All statements, other than statements of historical fact, are to be considered forward-looking statements. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, geological and competitive uncertainties and contingencies. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include but are not limited to: economic and global market impacts of the COVID-19 pandemic, fluctuations in market prices, exploration and exploitation successes, continued availability of capital and financing, changes in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of property and general political, economic, market or business conditions. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance and, therefore, readers are advised to rely on their own evaluation of such uncertainties. All of the forward-looking statements made in this press release, or incorporated by reference, are qualified by these cautionary statements. We do not assume any obligation to update any forward-looking statements.

For further information please contact:

The President

Mendel Ekstein

82 Richmond St East



Toronto, ON M5C 1P1


Tel. 845-656-0184 Fax 845-231-6665

TORONTO, March 15, 2021 (GLOBE NEWSWIRE) — RioCan Real Estate Investment Trust (“RioCan”) (TSX: REI.UN) today announced a distribution of 8 cents per unit for the month of March. The distribution will be payable on April 8, 2021 to unitholders of record as at March 31, 2021.

About RioCan

RioCan is one of Canada’s largest real estate investment trusts. RioCan owns, manages and develops retail-focused, increasingly mixed-use properties located in prime, high-density transit-oriented areas where Canadians want to shop, live and work. As of December 31, 2020, our portfolio is comprised of 223 properties with an aggregate net leasable area of approximately 38.3 million square feet (at RioCan’s interest) including office, residential rental and 14 development properties. To learn more about us, please visit www.riocan.com.

Information contact:
Kim Lee
Vice President, Investor Relations, RioCan REIT
(416) 646-8326
[email protected]

NEW HAVEN, Conn., March 15, 2021 (GLOBE NEWSWIRE) — BioXcel Therapeutics, Inc. (“BioXcel” or the “Company”) (Nasdaq: BTAI), a clinical-stage biopharmaceutical company utilizing artificial intelligence approaches to develop transformative medicines in neuroscience and immuno-oncology, today announced that BXCL501, the Company’s investigational, proprietary, orally dissolving thin film formulation of dexmedetomidine (“Dex”), has been granted Breakthrough Therapy designation from the U.S. Food and Drug Administration (“FDA”) for the acute treatment of agitation associated with dementia. The Breakthrough Therapy designation is intended to expedite the development and review of certain product candidates designed to treat serious or life-threatening diseases or conditions, and the designation includes increased interaction and guidance from the FDA. 

“Managing dementia related agitation, specifically in elderly patients, represents a significant challenge for physicians and caregivers, as there are currently no FDA-approved therapies and off-label drugs come with black box warnings,” stated Vimal Mehta, Chief Executive Officer of BioXcel. “The FDA’s decision to grant Breakthrough Therapy designation further underscores the significant unmet need for a new treatment for this underserved patient population, as well as highlights BXCL501’s potential in becoming the first therapeutic option, if approved, to address this debilitating medical condition. We look forward to working closely with the FDA to advance BXCL501 into a pivotal dementia program, in hopes of quickly bringing this therapy to the millions of patients across treatment settings that lack alternative options.”

The Breakthrough Therapy designation for BXCL501 was supported by the positive topline data from the Phase 1b/2 TRANQUILITY study for the acute treatment of agitation associated with dementia, including Alzheimer’s disease. BXCL501 demonstrated statistically significant reductions in agitation measures at 2 hours post-dose with both the 30 and 60 mcg doses as measured by multiple scales. The dose dependent response observed has the potential to support the Company’s plans to evaluate BXCL501 for use across the full range of dementia care settings.

About FDA Breakthrough Therapy Designation

Breakthrough Therapy designation is an FDA program intended to expedite the development and regulatory review of investigational therapies that are designed to address serious or life-threatening conditions. The criteria for Breakthrough Therapy designation requires preliminary clinical evidence that indicates that the candidate may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints. This designation provides the Company with more intensive FDA guidance on an efficient drug development program, and eligibility for other actions to expedite the FDA review, such as a rolling review of a New Drug Application (“NDA”), where the FDA may review sections of the NDA before the complete application is submitted. An NDA for a product candidate receiving breakthrough designation may also be eligible for priority review if the relevant criteria are met. Breakthrough Therapy designation does not change the standards for approval. For more information, please visit the FDA website at www.fda.gov.

About Dementia Related Agitation

Dementia is a neurocognitive condition caused by damage to brain cells that leads to a decline in cognitive abilities and independent function. It affects approximately 6 million individuals in the United States, with Alzheimer’s disease accounting for up to 80% of these cases. During the course of the disease, patients with dementia often suffer from psychological and behavioral symptoms, such as agitation, which has been reported in up to 70% of patients. Agitation associated with dementia can negatively affect both the patient and caregiver’s quality of life. Caregiver burden can contribute significantly to burnout, which can result in premature institutionalization of the patient. Treating agitation associated with dementia has been a challenge for providers as there are currently no FDA-approved therapies for the treatment of dementia-related agitation, and off-label therapies have black box warnings associated with their use.

About BXCL501

BXCL501 is an investigational, proprietary, orally dissolving thin film formulation of dexmedetomidine, a selective alpha-2a receptor agonist for the treatment of agitation and opioid withdrawal symptoms. BioXcel believes that BXCL501 potentially targets a causal agitation mechanism, and the Company has observed anti-agitation results in multiple clinical studies across several neuropsychiatric disorders. BXCL501 has been granted Fast Track Designation by the U.S. Food and Drug Administration for the acute treatment of agitation in patients with schizophrenia, bipolar disorders, and dementia. BXCL501 has been studied in two Phase 3 trials (SERENITY I and II) for the acute treatment of schizophrenia related agitation and bipolar disorder related agitation, respectively, and in a Phase 1b/2 trial (TRANQUILITY) for the acute treatment of dementia related agitation. This product candidate is also currently being evaluated in a Phase 1b/2 trial (RELEASE) for the treatment of opioid withdrawal symptoms and in a Phase 2 trial (PLACIDITY) for the treatment of delirium related agitation.

BioXcel Therapeutics, Inc.

BioXcel Therapeutics, Inc. is a clinical-stage biopharmaceutical company utilizing artificial intelligence approaches to develop transformative medicines in neuroscience and immuno-oncology. BioXcel’s drug re-innovation approach leverages existing approved drugs and/or clinically validated product candidates together with big data and proprietary machine learning algorithms to identify new therapeutic indices. BioXcel’s two most advanced clinical development programs are BXCL501, an investigational, proprietary, orally dissolving thin film formulation of dexmedetomidine for the treatment of agitation and opioid withdrawal symptoms, and BXCL701, an investigational, orally administered, systemic innate immunity activator in development for the treatment of aggressive forms of prostate cancer and advanced solid tumors that are refractory or treatment naïve to checkpoint inhibitors. For more information, please visit www.bioxceltherapeutics.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include but are not limited to the potential for BXCL501 to treat dementia-related agitation and the timing of the planned pivotal Phase 3 trial of BXCL501 in dementia-related agitation. When used herein, words including “anticipate,” “being,” “will,” “plan,” “may,” “continue,” and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon BioXcel’s current expectations and various assumptions. BioXcel believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain.

BioXcel may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history; its incurrence of significant losses; its need for substantial additional funding and ability to raise capital when needed; its limited experience in drug discovery and drug development; its dependence on the success and commercialization of BXCL501 and BXCL701 and other product candidates; the failure of preliminary data from its clinical studies to predict final study results; failure of its early clinical studies or preclinical studies to predict future clinical studies; its ability to receive regulatory approval for its product candidates; its ability to enroll patients in its clinical trials; undesirable side effects caused by BioXcel’s product candidates; its approach to the discovery and development of product candidates based on EvolverAI is novel and unproven; its exposure to patent infringement lawsuits; its ability to comply with the extensive regulations applicable to it; impacts from the COVID-19 pandemic; its ability to commercialize its product candidates; and the other important factors discussed under the caption “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2020, as such factors may be updated from time to time in its other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investors section of our website at www.bioxceltherapeutics.com.

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While BioXcel may elect to update such forward-looking statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing BioXcel’s views as of any date subsequent to the date of this press release.

Contact Information:

BioXcel Therapeutics, Inc.
www.bioxceltherapeutics.com

Investor Relations:
Mary Coleman
BioXcel Therapeutics, VP of Investment Relations
[email protected]
1.475.238.6837

John Graziano
Solebury Trout
[email protected]
1.646.378.2942

Media:
Julia Deutsch
Solebury Trout
[email protected]
1.646.378.2967

 

– Transaction to Publicly List a Platform of Cannabis Operators Across Limited License Medical Markets, Newly Approved Recreational Markets and Established, but Highly Fragmented Recreational Markets Where Consolidation Opportunities Exist –

– Total Initial Transaction Value of $210 Million, Maximum Earnout of $110 Million –

– Platform to Have Operations in Seven States, Including Nine Dispensaries and Over 300,000 ft² of Cultivation Producing Approximately 120,000 lbs. of Flower per Year –

– Pro Forma 2021 Revenue and Adjusted EBITDA Guidance of $158 Million and $56 Million, Respectively –

– Greenrose Intends to Raise $150 Million in a Private Placement Consisting of a Mixture of Common Stock and Debt –

AMITYVILLE, N.Y., March 15, 2021 (GLOBE NEWSWIRE) — Greenrose Acquisition Corp. (NASDAQ: GNRSU, GNRS, GNRSW) (Greenrose), a special purpose acquisition company targeting companies in the cannabis industry, has entered into definitive agreements to acquire four cannabis companies (The Platform). The companies are Shango Holdings Inc. (Shango), Futureworks LLC (d/b/a The Health Center), Theraplant, LLC, and True Harvest, LLC.

Prior to closing the transaction, Greenrose will be renamed The Greenrose Holding Company Inc. and is expected to transition its listing from the Nasdaq Capital Market to the OTCQX® Best Market. Additionally, Greenrose intends to list on the NEO exchange after the close of the transaction.

Platform Overview by State

STATE	FOOTPRINT AND HIGHLIGHTS
Arizona	One 74,000 ft² cultivation facility and one processing facility
California	One dispensary, one distribution business
Colorado	Three dispensaries, three cultivation facilities with 58,500 ft² of total cultivation capacity and one processing facility
Connecticut	One 68,000 ft2 combined cultivation, processing, manufacturing and packaging facility under expansion to add another 30,000 ft2; one of four exclusive growers statewide
Michigan	Three dispensaries, one 25,000 ft² cultivation facility and two processing facilities
Nevada	One dispensary, one 20,000 ft² cultivation facility with room to expand to 50,000 ft² and one processing facility
Oregon	One dispensary and an additional dispensary license, two cultivation facilities totaling 10,000 ft² of indoor capacity and 30,000 ft2 of outdoor capacity

Greenrose Investment Highlights

• Establishes a Footprint in High Growth Limited License Markets. Through these acquisitions, Greenrose will establish itself in highly profitable, high growth limited license markets such as Arizona, Nevada and the medical market of Connecticut.
• Vertically Integrated Operations in Established Recreational Markets. In the established markets of Colorado, Oregon and California, Greenrose will pursue a high risk adjusted return business strategy of consolidating a group of highly fragmented, profitable markets.
• Well Capitalized and Cash Flow Positive. Upon closing, the transaction will be immediately Adjusted EBITDA and cash flow positive with ample liquidity to execute Greenrose’s strategic growth objectives.
• Rapid Growth Profile. The Platform’s estimated pro forma revenue and Adjusted EBITDA¹ in 2020 were $83 million and $32 million, respectively, and are projected to grow to $158 million and $56 million in 2021 and $230 million and $90 million in 2022. This represents a 66% and 68% compounded annual growth rate on pro forma revenue and Adjusted EBITDA, respectively.
• Compelling M&A Pipeline. The cannabis market is enjoying strong growth, but attractively priced assets remain available due to capital constraints and companies with non-core assets. Greenrose intends to identify additional complementary companies and select premier retail assets. Through these and other opportunities, Greenrose seeks to both expand further within the states in which the Platform companies currently operate and enter new states.
• Comprehensive Management Team. Greenrose will complement the strong team of cultivation, product development and retail managers within the Platform with its own executives, who possess significant corporate-level operational, financial, legal and public company experience.

“The companies we are bringing to market fully align with Greenrose’s core objectives,” said Mickey Harley, CEO and Director of Greenrose. “We are targeting strategic assets in several key states that present opportunities for further consolidation as we seek to deepen our presence, particularly in the West. Additionally, we are entering high growth, limited license markets and newly recreational markets. The Platform provides significant revenue, Adjusted EBITDA and cash flow right out of the gate, which we expect will help us drive our growth strategy.

“Across the Platform, we are targeting acquisitions with the highest quality retail alignment and superior cultivation capabilities, selling the most reputable products in their respective markets at premium prices. On a state-by-state level, we plan to build upon high growth, limited license markets like Nevada, as well as newly recreational and limited license markets like Arizona and Michigan. In emerging medical markets with recreational potential like Connecticut, where our company is generating strong cash flow, we are excited about this growth potential as the market evolves. In established but highly fragmented markets like California, Colorado and Oregon, the goal will be to take advantage of the consolidation opportunities those markets offer, recognizing the favorable risk-reward dynamics of such markets vis-à-vis the newer, limited license markets. We also anticipate evaluating select distressed and undervalued assets.”

Paul Otto Wimer, Greenrose President, commented: “Our collective executive management team has extensive M&A experience and has multi-decade experience in business leadership, operational management and corporate finance. We expect the potential pipeline of longer-term opportunities to expand now that recreational legalization has become more widespread following the 2020 election. As we develop and expand our Platform, we plan to leverage the experience of our combined management team and our scale to accelerate growth.”

Transaction Terms & Financing

Under the terms of the agreement, Greenrose will acquire the Platform for approximately $210 million, consisting of approximately $170 million in cash, $15 million in stock and $25 million in debt, representing an attractive 2021 revenue and Adjusted EBITDA multiple of 1.3x and 3.8x, respectively. In addition, a maximum of $110 million in earnouts could be paid out through 2024, consisting of $75 million in stock and $35 million in debt.

Greenrose intends to commence an offering (the “Offering”) of $150 million in equity and debt securities in a private offering, and to use the net proceeds of such offering for the acquisition of the Platform and general corporate purposes. The interest rate and maturity of any debt securities and the terms of any equity offered will be determined at the time of sale. The Offering will be made only to persons reasonably believed to be accredited or otherwise qualified investors under the Securities Act of 1933, as amended (the “Securities Act”). Any securities sold by Greenrose in the Offering are not expected to be registered under the Securities Act and may not be resold absent registration or unless an exemption from such registration is available. This disclosure is made pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell securities in the Offering, nor a solicitation for an offer to buy securities in the Offering.

Assuming no redemptions by Greenrose’s public stockholders in connection with the acquisitions, the combined company, post-business combination and post-proposed Offering, will have an estimated $140 million in cash with $75 million in debt. Cash available is anticipated to consist of Greenrose’s approximately $173 million of cash in trust (before any redemptions) and an additional $150 million in gross proceeds from the Offering. In connection with the Offering, Greenrose has received a non-binding term sheet for $80 million, consisting of $40 million debt and $40 million equity.

The net proceeds raised from the transaction will primarily be used to support working capital and fund expansion through additional acquisitions. Giving effect to the anticipated acquisition of the Platform, Greenrose is expected to generate revenue and Adjusted EBITDA of approximately $158 million and $56 million, respectively, in 2021, exclusive of additional M&A activity that Greenrose may undertake.

The board of directors of Greenrose and the governing bodies of each of the Platform companies have unanimously approved the proposed transactions, and they are expected to close in the second or third quarter of 2021, subject to regulatory and stockholder/equity holder approvals, as well as other customary closing conditions.

The tables below provide a synopsis of the assets, offerings and geographic footprint of each of the Platform companies. 

Company	Key Geography and Assets	Highlights
Shango	Arizona, California, Michigan, Nevada, Oregon Six dispensaries and one additional Oregon license Four cultivation and three processing facilities	Vertically integrated in Michigan with three dispensaries, 25,000 ft2 cultivation facility and two processing facilities Vertically integrated in Nevada with one dispensary, one 20,000 ft2 cultivation facility, with current expansion of an additional 30,000 ft2, and one processing facility all within a 72,000 ft2 facility Vertically integrated in Oregon with one dispensary and two cultivation facilities with 10,000 ft2 of total indoor cultivation capacity and 30,000 ft2 of total outdoor cultivation capacity Agreement to manage True Harvest’s Arizona cultivation operations One dispensary and distribution company in California
The Health Center	Colorado Three dispensaries Three cultivation facilities and one processing facility	Cultivation assets with total capacity of 58,500 ft2 Vertically integrated assets to anchor horizontal consolidation of market Focus on the Denver metro marketplace High-end products at affordable prices
Theraplant	Connecticut One combined cultivation, processing, manufacturing and packaging facility	One of only four growers in Connecticut High barriers to entry Cultivation facility with 68,000 ft² of current capacity, with additional 30,000 ft2 of capacity under construction
True Harvest	Arizona One cultivation facility and one processing facility	74,000 ft² cultivation facility currently under internal expansion to double capacity from 4 to 8 cultivation rooms, run by Shango growers Expands Shango footprint in Arizona Currently under expansion to double capacity Accelerated consumer demand in new recreational market

Advisors

Imperial Capital, LLC is acting as capital markets advisor to Greenrose. Tarter Krinsky & Drogin LLP is acting as legal advisor to Greenrose. Gateway Group is serving as communications advisor to Greenrose.

Webinar

Greenrose has made available a video webinar to discuss the proposed transaction. To watch the video, click here and use the password: GNRS2021!

The presentation accompanying the webinar can also be accessed via Greenrose’s website at: greenrosecorp.com.

About Greenrose

Greenrose Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Following the transactions forming the Platform, Greenrose will be a vertically integrated, multistate operator cannabis company. For more information, visit greenrosecorp.com.

About Shango

Shango is an established vertically integrated cannabis brand offering a full range of award-winning products, including flower, extracts and cannabis-infused edibles, in California, Oregon, Michigan and Nevada, with additional cultivation and distribution operations in Arizona and California, respectively. The Shango brand has multiple full-service recreational and medical cannabis dispensaries in Oregon and Nevada, as well as a medical cannabis provisioning center in Michigan. A recognized leader in the cannabis industry, Shango sets the standards for product quality, consistency and business conduct. Shango is committed to cannabis education and is a fierce advocate of the safe and responsible use of cannabis products. For more information, go to www.goshango.com.

About The Health Center

The Health Center is a vertically integrated cannabis company operating in the Colorado market. Boasting upwards of 40 varieties of award-winning strains at any given time, the THC team prides itself on offering the best variety, potency, and effectiveness of any cannabis in the region. In addition to their cultivation business, THC operates as a manufacturer of infused products through “MIPs” operations and three retail stores. For more information, please visit www.thchealth.com.

About Theraplant

Locally owned and operated, Theraplant was Connecticut’s first state-licensed medical marijuana producer and in October 2014 became the first producer to distribute medical cannabis in the Connecticut market. Theraplant designs premium cannabis genetics to offer a wide variety of compositions to meet needs of the state’s medical cannabis cardholders for all approved treatment conditions. Theraplant continually leads the market in making quality medical cannabis affordable to the greatest range of patients. For more information, visit www.theraplant.com.

About True Harvest

True Harvest is a premium craft cannabis producer operating one of the largest indoor cannabis facilities in Arizona. True Harvest is passionate about growing the finest cannabis and preserving the health and well-being of its medical patients, employees and community. The True Harvest team takes personal pride in delivering meticulous plant care and exceptional cannabis experiences, with cultivation operations based in Arizona.

Forward-Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Greenrose’s or the Portfolio’s, control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to obtain Greenrose stockholder approval of the business combinations, the inability to complete the transaction contemplated by each of the respective merger or acquisition agreements because of failure of closing conditions or other reasons; the inability to recognize the anticipated benefits of the proposed business combinations, which may be affected by, among other things, the amount of cash available following any redemptions by Greenrose stockholders; liquidity of Greenrose’s stock once quoted on the OTCQX; costs related to the proposed business combinations; Greenrose’s ability to manage growth; Greenrose’s ability to identify and integrate other future acquisitions; rising costs adversely affecting Greenrose’s profitability; competition in the legal cannabis industry; adverse changes to the legal environment for the cannabis industry; and general economic and market conditions impacting demand for Greenrose’s products and services.  See the risk factors disclosed in the proxy statement for the business combinations for additional risks associated with the business combinations. None of Greenrose, Shango, THC, True Harvest or Theraplant undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should not unduly rely on any estimates, projections or other forward-looking statements or data contained herein.

Disclaimer Regarding Financial Information

The financial information presented in this press release is based on preliminary, unaudited financial statements prepared by Greenrose’s management using financial information provided by management of each company of the Platform. Accordingly, such financial information may be subject to change. While Greenrose does not expect there to be any material changes to the financial information provided in the press release, any variation between the Platform’s actual results and the preliminary financial information set forth herein may be material.

Additional Information About the Proposed Business Combination and Where to Find It
For additional information about the proposed business combinations, see Greenrose’s Current Report on Form 8-K (including the investor presentation included as an exhibit thereto), which will be filed promptly with the Securities and Exchange Commission and will be available at the SEC’s website at www.sec.gov.

The proposed transactions will be submitted to shareholders of Greenrose for their approval.  In connection with the proposed business combinations, Greenrose will file with the SEC a preliminary and definitive proxy statements in connection with a special meeting of the stockholders of Greenrose to consider and vote on the business combination and related matters. Greenrose will mail the definitive proxy statement and other relevant documents to its stockholders in connection with the meeting. Investors and security holders of Greenrose are advised to read, when available, the draft of the preliminary proxy statement, and amendments thereto, and the definitive proxy statement, which will contain important information about the proposed business combinations and the parties to it. The definitive proxy statement will be mailed to stockholders of Greenrose as of a record date to be established for voting on the proposed business combinations. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Greenrose Acquisition Corp., 111 Broadway, Amityville, NY 11701, Attention: Chief Executive Officer.

Non-GAAP Financial Measures
Consistent with SEC regulations, this press release includes certain non-GAAP financial measures that are unaudited, including Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, adjusted to (i) eliminate certain non-operating income or expense items, (ii) eliminate the impact of certain non-cash and other items that are included in profit or loss for the period, and (iii) eliminate certain unusual items impacting results in a particular period. These financial measures are not prepared in accordance with accounting principles generally accepted in the United States and may be different from non-GAAP financial measures used by other companies. Greenrose believes that the use of such non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results. Non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP.

In addition, in evaluating Adjusted EBITDA, you should be aware that, as described above, the adjustments may vary from period to period and in the future Greenrose will incur expenses such as those used in calculating these measures. Greenrose’s presentation of such measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items.

Participants in the Solicitation

Greenrose, Shango, THC, True Harvest, Theraplant, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Greenrose stockholders in connection with the proposed business combinations.  Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Greenrose’s directors in the final prospectus for Greenrose’s initial public offering dated as of February 11, 2020 and that was filed with the SEC on February 11, 2020, as well as in its annual report on Form 10-K filed with the SEC on March 11, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the preliminary and definitive proxy statements related to the proposed business combinations when it becomes available, and which can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

Investor Relations Contact:

Gateway Investor Relations
Sean Mansouri, CFA or Cody Slach
(949) 574-3860
[email protected]  

Greenrose Contact:

Daniel Harley
Executive Vice President, Business Development
(516) 307-0383
[email protected]

¹ 2020 pro forma revenue and Adjusted EBITDA are unaudited. 

TORONTO, March 15, 2021 (GLOBE NEWSWIRE) — Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) (“Gran Colombia”) and Gold X Mining Corp. (TSXV: GLDX) (“Gold X”) are pleased to announce that they have entered into a definitive arrangement agreement (the “Agreement”) pursuant to which Gran Colombia will acquire all of the issued and outstanding common shares of Gold X (the “Gold X Shares”) not already owned by Gran Colombia by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia).   Gran Colombia currently owns 9,571,158 shares of Gold X, or approximately 18% of the Gold X Shares outstanding.

Under the terms of the Agreement, all of the issued and outstanding Gold X Shares will be acquired by Gran Colombia in exchange for Gran Colombia common shares (the “Gran Colombia Shares”) on the basis of 0.6948 of a Gran Colombia Share for each Gold X Share (the “Exchange Ratio”). The Exchange Ratio implies consideration of CA$4.10 per Gold X Share based on the 20-day volume weighted average price of the Gran Colombia Shares on the Toronto Stock Exchange as of the market close on March 12, 2021 (the “Value Date”) for total consideration of approximately CA$315 million on a 100% and fully diluted in-the-money basis. The Exchange Ratio represents a premium of 39% based on the closing price of the Gold X Shares on the TSX Venture Exchange (the “TSXV”) on the Value Date and a 44% premium based on the 20-day volume weighted average price of the Gold X Shares ending on the Value Date.

Transaction Highlights

• 
  Creation of a New, Latin American-Focused Growth Platform
  – the combined company will consist of a complementary asset portfolio including the world-class, free cash flow generating Segovia Operations located in Colombia, as well as the large, high-growth and substantially de-risked Toroparu Gold Project in Guyana that boasts 4.5 million ounces of LOM gold production over a 24-year mine life.

• 
  Latin American Operating & Mine Building Expertise
  – unlocking the value of the Toroparu Gold Project through development and achieving production will be supported by Gran Colombia’s proven track-record of mine building and operating in Latin America.

• 
  Significant Resource Growth & Exploration Potential
  – significant potential to grow mineable ounces from 24 largely untested, highly prospective veins in close proximity to the Segovia Operations, as well as delineate additional large gold deposits and discover high-priority targets within the 538 km² Toroparu Gold Project land package, which predominately remains unexplored.

• 
  Enhanced Balance Sheet & Access to Capital
  – the combined company will have approximately US$100 million in cash, greater access to equity and debt capital markets, financing support from Wheaton Precious Metals as well as robust free cash flow from Gran Colombia’s Segovia Operations.

• 
  Enhanced Capital Markets Profile
  – combining Gran Colombia and Gold X has the potential to result in increased critical mass for further consolidation, improved trading liquidity and attracting greater support from institutional investors.

Serafino Iacono, Executive Chairman of Gran Colombia, commented: “We are pleased to present this arrangement to the shareholders of Gran Colombia and Gold X. Creating long-term value for our shareholders is at the core of our strategy. The contemplated acquisition will provide Gran Colombia with an opportunity to add a large-scale, long-life Latin American gold development project to its portfolio. When this transaction is consummated, the Toroparu Gold Project will join our Segovia Operations as cornerstones of our long-term growth strategy.”

Paul Matysek, Chief Executive Officer & Director of Gold X, stated: “Gold X has delivered on its commitment to maximize value for its shareholders through its disciplined approach to risk mitigation, exploration and project development. This transaction provides Gold X shareholders with an immediate and significant upfront premium, exposure to an established Latin American gold producer and re-rating potential. With a strong operating history, solid balance sheet and track-record of developing assets within the Guiana Shield, we believe that Gran Colombia is an ideal partner to bring Toroparu into production.”

Benefits to Gran Colombia Shareholders

• Adds a large, substantially de-risked growth project to Gran Colombia’s portfolio
• 7.35 million gold ounces added to Gran Colombia’s Measured and Indicated mineral resource profile
• Significant potential to upgrade inferred resources into mineable ounces
• Exploration and incremental resource growth within a highly prospective 538 km² land package
• Geographic and asset diversification
• Alignment with Gran Colombia’s geographic, development and operational competencies
• Capital markets re-rating opportunity

Benefits to Gold X Shareholders

• Significant premium (44% based on Gold X’s 20-day VWAP as of March 12, 2021 on the TSXV)
• Increased balance sheet strength, access to capital and free cash flow to fund development
• Continued exposure to upside at the Toroparu Gold Project
• Diversified ownership in Gran Colombia’s world-class Segovia Gold Mine
• Access to Gran Colombia’s in-house development and operational capabilities
• Gran Colombia’s monthly dividend
• Significant improvement in trading liquidity and greater capital markets exposure

Transaction Conditions & Timing

Gold X intends to call a meeting of shareholders to be held in May 2021 to seek shareholder approval for the Arrangement (the “Gold X Meeting”). Completion of the Arrangement will require:

• approval of at least 66 2/3% of the votes cast by Gold X shareholders at the Gold X Meeting, and
• approval of a simple majority of the votes cast by Gold X shareholders at the Gold X Meeting, excluding votes from certain shareholders, including Gran Colombia, as required under Multilateral Instrument 61-101.

Completion of the Arrangement is also subject to the receipt of court and stock exchange approvals, the approval of a simple majority of the shareholders of Gran Colombia to the issuance of the Gran Colombia Shares and other customary closing conditions for transactions of this nature. Gran Colombia intends to hold its shareholder meeting on or around the date of the Gold X Meeting.

The Agreement provides for, among other things, non-solicitation covenants, with “fiduciary out” provisions that allow Gold X to consider and accept a superior proposal, subject to a “right to match period” in favour of Gran Colombia. The Agreement also provides for a termination fee of CA$5.5 million to be paid by Gold X to Gran Colombia if the Agreement is terminated in certain specified circumstances and a reverse termination fee of CA$5.5 million to be paid by Gran Colombia to Gold X if the Agreement is terminated in certain specified circumstances. Gran Colombia and Gold X have also agreed to a reciprocal expense reimbursement of CA$1 million payable if the Agreement is terminated in certain circumstances.

The directors and senior officers of Gold X, holding in aggregate over 2.5% of the issued and outstanding common shares of Gold X, have entered into voting support agreements with Gran Colombia, pursuant to which they have agreed to vote their shares in favour of the Arrangement. Together with shares already owned or held by Gran Colombia, approximately 20.6% of Gold X’s issued and outstanding shares would be voted in support of the Arrangement at the Gold X Meeting.

The directors and senior officers of Gran Colombia, holding in aggregate over 4.3% of the issued and outstanding common shares of Gran Colombia, have entered into voting support agreements with Gold X, pursuant to which they have agreed to vote their shares in favour of the Arrangement at the Gran Colombia shareholder meeting.

The companies are working towards closing the transaction in late May/ early June 2021.

Board Approval and Recommendation

The special committee of independent directors of Gold X (the “Special Committee”) has received an opinion from BMO Capital Markets that, based upon and subject to the limitations, assumptions and qualifications of and other matters considered in connection with the preparation of such opinion, the consideration to be received by Gold X shareholders (other than Gran Colombia) pursuant to the Arrangement is fair, from a financial point of view, to the Gold X shareholders (other than Gran Colombia) (the “Fairness Opinion”).

Following its review and in consideration of, amongst other things, the Fairness Opinion, the Special Committee has unanimously recommended that the board of directors of Gold X approve the Arrangement. The Gold X board (with any interested directors having abstained from voting), following the receipt and review of recommendations from the Special Committee, has unanimously approved the Agreement and the Arrangement and has determined that the Arrangement is fair to shareholders of Gold X (other than Gran Colombia) and is in the best interests of Gold X, and recommends to shareholders that they vote in favour of the Arrangement.

The Agreement has also been unanimously approved by the board of directors of Gran Colombia.

Additional Information

Full details of the Arrangement are set out in the Agreement, which will be filed by Gold X under its profile on SEDAR at www.sedar.com. In addition, further information regarding the Arrangement will be contained in management information circulars to be prepared in connection with the shareholder meetings and filed on each company’s profile on www.sedar.com at the time that each is mailed to shareholders. All shareholders of each company are urged to read the management information circular once it becomes available as it will contain additional important information concerning the Arrangement.

Gran Colombia currently owns 9,571,158 Gold X Shares, representing approximately 18% of the issued and outstanding Gold X Shares on a non-diluted basis. Gran Colombia also holds warrants to acquire up to 4,625,000 additional Gold X Shares at a weighted average exercise price of CA$2.33 (subject to adjustment in certain events) expiring at various dates within the next 42 months. Assuming exercise in full of the warrants, Gran Colombia would own 14,196,158 Gold X Shares, representing approximately 25% of the issued and outstanding Gold X Shares on a partially diluted basis.

If the Arrangement is not consummated for any reason, Gran Colombia intends to continue to review Gold X’s business affairs, capital needs and general industry and economic conditions, and, based on such review, Gran Colombia may, from time to time, depending on market and other conditions, increase or decrease its ownership, control or direction over the shares or other securities of Gold X, through market transactions, private agreements, public offerings or otherwise, or approve a corporate transaction with regard to Gold X. A copy of Gran Colombia’s related amended early warning report will be filed with the applicable securities commissions and will be made available on SEDAR at www.sedar.com.

Advisors and Counsel

Gran Colombia has engaged Canaccord Genuity Corp. as its financial advisor and Wildeboer Dellelce LLP as its legal advisor in connection with the transaction.

BMO Capital Markets is acting as financial advisor to the Gold X Special Committee and Stikeman Elliott LLP is acting as legal advisor to Gold X and the Special Committee in connection with the transaction.

About Gran Colombia Gold Corp.

Gran Colombia is a Canadian-based mid-tier gold producer with its primary focus in Colombia where it is currently the largest underground gold and silver producer with several mines in operation at its high-grade Segovia Operations. Gran Colombia owns approximately 44% of Aris Gold Corporation, a Canadian mining company currently advancing a major expansion and modernization of its underground mining operations at its Marmato Project in Colombia. Gran Colombia’s project pipeline also includes an approximately 18% equity interest in Gold X Mining Corp. (TSXV: GLDX) (Guyana – Toroparu), an approximately 36% equity interest in Denarius Silver Corp. (TSX-V: DSLV) (Colombia – Guia Antigua and Zancudo) and an approximately 26% equity interest in Western Atlas Resources Inc. (TSX-V: WA) (Nunavut – Meadowbank).

Additional information on Gran Colombia can be found on its website at

www.grancolombiagold.com

and by reviewing its profile on SEDAR at

www.sedar.com

.

About Gold X Mining Corp.

Gold X Mining Corp. is a Canadian junior mining company developing the Toroparu Gold Project in Guyana, South America. Gold X has spent more than US$150 million on the Project to date to classify 7.35 million ounces of Measured and Indicated and 3.15 million ounces of Inferred gold resources, develop engineering studies for use in a feasibility study, and define a number of exploration targets around the Toroparu Project on its 53,844 hectare (538 km²) 100% owned Upper Puruni Concession. Gold X has 53,032,452 issued and outstanding common shares with more than 40% of the shares closely held by insiders and Gold X’s executive management team.

Additional information on Gold X can be found on its website at

www.goldxmining.com

and by reviewing its profile on SEDAR at

www.sedar.com

.

Cautionary Statement on Forward-Looking Information:

Certain of the information contained in this news release constitutes ‘forward-looking statements’ within the meaning of securities laws. Such forward-looking statements, including but not limited to statements relating to: the transaction and the proposed Arrangement as proposed to be effected pursuant to the Agreement; the ability of the parties to satisfy the conditions to closing of the Arrangement; the mailing of the management information circular in connection with the Gold X Meeting and Gran Colombia’s shareholder meeting and the anticipated timing thereof; and the anticipated timing and effects of the completion of the Arrangement, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required shareholder and regulatory approvals, exercise of any termination rights under the Agreement, meeting other conditions in the Agreement, material adverse effects on the business, properties and assets of Gold X, and whether any superior proposal will be made. Although each of Gold X and Gran Colombia has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Gold X nor Gran Colombia undertakes to update any forward-looking statements, except in accordance with applicable securities laws.

The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Gold X’s actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

None of the securities to be issued pursuant to the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “

U.S. Securities Act

”), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. 

MIAMI, March 15, 2021 (GLOBE NEWSWIRE) — Pursuant to it previously disclosed offer to Ascend FS, Inc., Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games”), a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, announced today it has entered into a definitive agreement with Ascend to acquire the shares of 704Games Company owned by Ascend. The 704Games shares owned by Ascend represent 10.1% of the outstanding common stock of 704Games and will be acquired by Motorsport for the same per share consideration previously disclosed in Motorsport Game’s agreement to acquire 7.6% of the outstanding shares of 704Games from PlayFast Games, LLC.

Both the Ascend and PlayFast transactions are subject to customary conditions to closing and are expected to close on April 1, 2021. Upon closing of these transactions, Motorsport Games will own 100% of the outstanding common stock of 704Games. As previously disclosed, beginning in 2022, the acquisition of 100% of 704Games is expected to be accretive to net (loss) earnings per share of Motorsport Games on a per share basis. With 704Games becoming a wholly-owned subsidiary of Motorsport Games, the acquisition brings multiple strategic values to the forefront including the simplified financial reporting of Motorsport Games going forward.

The transactions with Ascend and PlayFast will also completely settle and release, without admitting fault or liability by any party, all claims that either PlayFast or Ascend, as a minority stockholders of 704Games, could allege or assert against Motorsport Games. In addition, pursuant to the agreement with Ascend, the 704Games derivative legal action commenced in Florida by Ascend against Motorsport Games will be dismissed with prejudice upon the closing of the transaction with Ascend.

For more information about Motorsport Games visit www.motorsportgames.com and follow our social media channels: Facebook, Twitter and LinkedIn.

About Motorsport Games:

Motorsport Games, a Motorsport Network company, combines innovative and engaging video games with exciting esports competitions and content for racing fans and gamers around the globe. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series including NASCAR, 24 Hours of Le Mans and the British Touring Car Championship (“BTCC”). Motorsport Games is an award-winning esports partner of choice for 24 Hours of Le Mans, Formula E, BTCC, the FIA World Rallycross Championship and the eNASCAR Heat Pro League among others.

For more information about Motorsport Games visit: www.motorsportgames.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to whether Motorsport Games will be able to close the transactions contemplated in the agreements with Ascend and PlayFast, whether all conditions precedent in such agreements will be satisfied, whether the closing of the transactions contemplated in the agreements with Ascend and PlayFast will occur and whether Motorsport Games will achieve its goals. Additional examples of such risks and uncertainties include, but are not limited to (i) Motorsport Games’ ability (or inability) to maintain existing, and secure additional, licenses and contracts with the sports series; (ii) Motorsport Games’ ability to successfully manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (iii) unanticipated operating costs, transaction costs and actual or contingent liabilities; (iv) the ability to attract and retain qualified employees and key personnel; (v) adverse effects of increased competition on Motorsport Games’ business; (vi) the risk that changes in consumer behavior could adversely affect Motorsport Games’ business; (vii) Motorsport Games’ ability to protect its intellectual property; and (viii) local, industry and general business and economic conditions. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent registration statement on Form S-1 and current reports on Form 8-K filed by Motorsport Games with the Securities and Exchange Commission. Motorsport Games anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Motorsport Games assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Motorsport Games’ plans and expectations as of any subsequent date.

Investors:

Ashley DeSimone
[email protected] 

Press:

[email protected]