“Care ’til 8,” a service offered by the NorthBay Center for Primary Care in Fairfield and Vacaville will be open for NorthBay patients with non-life-threatening injuries and illnesses, on the following holiday schedule:
* Thanksgiving, Nov. 23 – All sites closed.
* Black Friday, Nov. 24 – Both sites open 9 a.m. to 5 p.m.
* Christmas Eve, Dec. 24 – Both sites open 9 a.m. to 3 p.m.
* Christmas Day – All sites closed.
* New Year’s Eve, Dec. 31 – Fairfield will be open 9 a.m. to 5 p.m. Vacaville is closed.
* New Year’s Day, Jan. 1 – Fairfield will be open 12:30 to 8:30 p.m. Vacaville is closed.
The Fairfield facility is at 2458 Hilborn Road; the Vacaville medical office is at 421 Nut Tree Road.
Not a NorthBay patient? A number of payment options and insurance plans are accepted. Patients may pay for visits out-of-pocket with cash, check or a credit card. For a complete list of accepted insurances, see www.NorthBay.org/care8 and click on Health plans.
Appointments can also be made up to 24 hours in advance by calling (707) 646-5500.
TORONTO, ON, and NEW YORK, NY–(Marketwired – November 21, 2017) –
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
iAnthus Capital Holdings, Inc., (CSE: IAN) (CSE: IAN.CN) (CNSX: IAN) (“iAnthus” or the “Company”), is pleased to announce that it closed its previously announced offering of 7,072,500 common shares of the Company (the “Common Shares”) at a price of $1.70 per Common Share (the “Offering Price”) for aggregate gross proceeds to the Company of $12,023,250 (the “Offering”). The Offering was completed by a syndicate of agents led by Canaccord Genuity Corp., as lead agent and bookrunner, and including Beacon Securities Limited, Cormark Securities Inc., Echelon Wealth Partners Inc. and Haywood Securities Inc. (together, the “Agents”). The number of Common Shares sold by iAnthus included an aggregate of 922,500 Common Shares offered and sold pursuant to an over-allotment option granted to the Agents that was exercised in full on closing.
The Common Shares in the Offering were offered and sold by way of a short form prospectus filed in each of the provinces of Canada, excluding the province of Québec.
The Company also announces the closing of the first tranche of its previously announced non-brokered private placement of up to 2,705,882 Common Shares at the Offering Price for aggregate gross proceeds of up to $ 4,600,000 (the “Private Placement”). At the first closing completed today, the Company issued and sold an aggregate of 2,195,914 Common Shares for aggregate gross proceeds to iAnthus of approximately $3,733,000. The Agents are not involved, directly or indirectly, in the offer and sale of the Common Shares issued and sold by the Company pursuant to the Private Placement. The Company expects to close a second, and final, tranche of the Private Placement on or before November 24, 2017 to raise further proceeds of approximately $867,000.
The Common Shares issued pursuant to the first tranche of the Private Placement are subject to a statutory hold period lasting until March 22, 2018. The Common Shares to be issued in the second tranche of the Private Placement will be subject to a statutory hold period of four months and a day from the date of issuance.
“iAnthus has consistently been at the vanguard of the U.S. cannabis industry,” said Hadley Ford, Chief Executive Officer of iAnthus. “iAnthus had its first day of trading on September 7, 2016 as the first Canadian publicly listed company focused exclusively on U.S. licensed cannabis operators. In November 2016, iAnthus was the first Canadian Securities Exchange listed issuer to close a bought deal short form prospectus offering, and iAnthus is now the first Canadian Securities Exchange listed issuer with a broad portfolio of U.S. cannabis assets to receive a final prospectus receipt from the Ontario Securities Commission following the publication of Canadian Securities Administrators’ Staff Notice 51-352 — Issuers with U.S. Marijuana-Related Activities. We believe that the final prospectus receipt highlights our ability to work with regulators across multiple jurisdictions. We also applaud the Canadian Securities Administrators for providing regulatory guidelines and disclosure expectations that will serve both investors and issuers active in this industry.”
One director of the Company participated in the Offering and acquired 36,000 Common Shares. Another director of the Company participated in the Private Placement and acquired 111,008 Common Shares. Such participation constituted a “related party transaction” within Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to the insiders is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Common Shares issued to, or the consideration paid by such persons, did not exceed 25% of the Company’s market capitalization.
The Company intends to use the net proceeds from the Offering and the Private Placement for acquisition financing, other capital projects and general corporate purposes.
The securities issued pursuant to the Offering and the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About iAnthus Capital Holdings
iAnthus Capital Holdings, Inc. provides investors diversified exposure to best-in-class licensed cannabis cultivators, processors and dispensaries throughout the United States. Founded by entrepreneurs with decades of experience in operations, investment banking, corporate finance, law and health care services, iAnthus provides a unique combination of capital and hands-on operating and management expertise. The Company harnesses these skills to support operations across five states. For more information, visit www.iAnthusCapital.com.
Forward Looking Statements
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in iAnthus’ periodic filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward-looking statements.
Forward-looking statements may include, without limitation, statements including the anticipated use of proceeds, the closing of the second tranche of the Private Placement, and other statements of fact.
Although iAnthus has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US Federal laws; change in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.
There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. iAnthus disclaims any intention or obligation to update or revise such information, except as required by applicable law, and iAnthus does not assume any liability for disclosure relating to any other company mentioned herein.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
Lenexa, KS, Nov. 20, 2017 (GLOBE NEWSWIRE) — Digital Ally, Inc. (NASDAQ: DGLY) today announced that the Federal District Court of Kansas has rejected the request of Axon Enterprise, Inc. (“Axon,” formerly known as TASER International, Inc.) to maintain the stay of the patent lawsuit brought by Digital against it. With this significant ruling, the parties will now proceed towards trial.
The U.S. Patent Office previously had rejected Axon’s attempts to invalidate Digital’s Patent No. 9,253,452 (the “’452 Patent”) through two separate petitions for inter partes review (“IPR”). This was Axon’s final attempt to invalidate the ‘452 Patent before the Patent Office. Despite its loss before the Patent Office, Axon desperately sought to convince the Court to maintain the stay of the litigation to avoid answering to Digital and a jury for its willful infringement of Digital’s ‘452 Patent. On Friday, November 17, 2017, the Court rejected Axon’s request and lifted the stay of the litigation. In ruling on the motion regarding the stay, the Court found that the evidence submitted by Digital “weigh heavily against continuing the stay of the ‘452 patent” and that “the Court denies Defendant’s [Axon’s] request to continue the stay of this case with respect to the ‘452 patent.” The Court has set a hearing for December 14, 2017, to discuss a schedule for moving the case forward to trial.
“We are very pleased with the Court’s ruling. This is a significant win for us that vindicates the positions we have taken,” said Digital’s CEO, Stanton E. Ross. “The ‘452 Patent represents a pioneering invention that has become or is quickly becoming a standard feature utilized by the law enforcement industry. Axon has recognized the value of the ‘452 Patent by incorporating our technology into its products and then trying to justify its wrongful actions by attempting to invalidate the Patent. With its efforts having been rejected by the Patent Office, and the Court rejecting Axon’s attempts to maintain the stay of the litigation, we can finally move this case forward towards trial where Axon will have to answer to a jury for its conduct. We hope these favorable rulings by the Federal District Court and the Patent Office will clear the confusion of the many customers who have relied upon Axon’s assertions that it could deliver the auto-activation technology covered by Digital Ally’s patents that Axon wrongfully incorporated into its own products,” concluded Ross.
About Digital Ally
Digital Ally®, headquartered in Lenexa, KS, specializes in the design and manufacturing of the highest quality video recording equipment and video analytic software. Digital Ally pushes the boundaries of technology in industries such as law enforcement, emergency management, commercial fleets, and consumer use. Digital Ally’s complete product solutions include in-car and body cameras, cloud and local management software, and automatic recording technology. These products work seamlessly together and are simple to install and operate. Digital Ally products are sold by domestic direct sales representatives and international distributors worldwide.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. A wide variety of factors that may cause actual results to differ from the forward-looking statements include, but are not limited to, the following: whether the Company will achieve positive outcomes in its patent litigation against various parties, including Axon Enterprise, Inc.; whether the Patent Office rulings will curtail, eliminate or otherwise have an effect on the actions of Axon and other parties respecting Digital Ally, its products and customers; competition from larger, more established companies with far greater economic and human resources; its ability to attract and retain customers and quality employees; the effect of changing economic conditions; and changes in government regulations, tax rates and similar matters. These cautionary statements should not be construed as exhaustive or as any admission as to the adequacy of the Digital’s disclosures. It cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. Digital Ally does not undertake to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Additional information respecting factors that could materially affect the Digital and its operations are contained in its annual report on Form 10-K for the year ended December 31, 2016 and quarterly report on Form 10-Q for the three and nine months ended September 30, 2017, as filed with the Securities and Exchange Commission.
Contact Information Stanton Ross, CEO Tom Heckman, CFO Digital Ally, Inc 913-814-7774 firstname.lastname@example.org
The Conference Board Leading Economic Index(R) (LEI) for the U.S. Increased in October
Continue Reading Below
Solid Growth to Continue into 2018
NEW YORK, Nov. 20, 2017
NEW YORK, Nov. 20, 2017 /PRNewswire/ — The Conference Board Leading Economic Index(R) (LEI) for the U.S. increased 1.2 percent in October to 130.4 (2010 = 100), following a 0.1 percent increase in September, and a 0.4 percent increase in August.
“The US LEI increased sharply in October, as the impact of the hurricanes dissipated,” said Ataman Ozyildirim, Director of Business Cycles and Growth Research at The Conference Board. “The growth of the LEI, coupled with widespread strengths among its components, suggests that solid growth in the US economy will continue through the holiday season and into the new year.”
Continue Reading Below
The Conference Board Coincident Economic Index(R) (CEI) for the U.S. increased 0.3 percent in October to 116.2 (2010 = 100), following a 0.1 percent increase in September, and no change in August.
The Conference Board Lagging Economic Index(R) (LAG) for the U.S. increased 0.2 percent in October to 125.5 (2010 = 100), following no change in September, and a 0.2 percent increase in August.
About The Conference Board Leading Economic Index(R) (LEI) for the U.S.
The composite economic indexes are the key elements in an analytic system designed to signal peaks and troughs in the business cycle. The leading, coincident, and lagging economic indexes are essentially composite averages of several individual leading, coincident, or lagging indicators. They are constructed to summarize and reveal common turning point patterns in economic data in a clearer and more convincing manner than any individual component — primarily because they smooth out some of the volatility of individual components.
The ten components of The Conference Board Leading Economic Index(R) for the U.S. include:
Average weekly hours, manufacturing
Average weekly initial claims for unemployment insurance
Manufacturers’ new orders, consumer goods and materials
ISM(R) Index of New Orders
Manufacturers’ new orders, nondefense capital goods excluding aircraft orders
Building permits, new private housing units
Stock prices, 500 common stocks
Leading Credit Index(TM)
Interest rate spread, 10-year Treasury bonds less federal funds
Average consumer expectations for business conditions
For full press release and technical notes:
For more information about The Conference Board global business cycle indicators:
ABOUT THE CONFERENCE BOARD
The Conference Board is a global, independent business membership and research association working in the public interest. Our mission is unique: To provide the world’s leading organizations with the practical knowledge they need to improve their performance and better serve society. Winner of the Consensus Economics 2016 Forecast Accuracy Award (U.S.), The Conference Board is a non-advocacy, not-for-profit entity holding 501 (c) (3) tax-exempt status in the United States. www.conference-board.org
Summary Table of Composite Economic Indexes
Aug Sep Oct Apr to Oct
Leading Index 128.8 128.9 r130.4 p
Percent Change 0.4 0.1 r1.2 p2.9
Diffusion 85.0 60.0 90.0 90.0
Coincident Index 115.7 r115.8 r116.2 p
Percent Change 0.0 0.1 0.3 p1.0
Diffusion 50.0 87.5 100.0 100.0
Lagging Index 125.2 r125.2 125.5 p
Percent Change 0.2 r0.0 r0.2 p1.0
Diffusion 71.4 57.1 64.3 71.4
p Preliminary r Revised
Indexes equal 100 in 2010
Source: The Conference Board
View original content:http://www.prnewswire.com/news-releases/the-conference-board-leading-economic-index-lei-for-the-us-increased-in-october-300559343.html
SOURCE The Conference Board
/CONTACT: Carol Courter, 212-339-0232 / email@example.com, Joseph DiBlasi, 781-308-7935 / firstname.lastname@example.org
/Web site: http://www.conference-board.org
(END) Dow Jones Newswires
November 20, 2017 10:15 ET (15:15 GMT)
ALISO VIEJO, Calif.–(BUSINESS WIRE)–Five Point Holdings, LLC (“Five Point”) (NYSE: FPH) today announced that
Five Point Operating Company, LP, through which Five Point owns all of
its assets and conducts all of its operations (the “issuer”), and Five
Point Capital Corp., a wholly owned subsidiary of the issuer (the
“co-issuer”), priced $450 million principal amount of new 7.875% senior
notes due 2025. The new notes will be issued at par. The notes will be
guaranteed, jointly and severally, by each of the issuer’s existing and
future direct and indirect domestic subsidiaries (other than the
co-issuer) that guarantees its obligations under the issuer’s senior
unsecured revolving credit facility or any other syndicated loan
facility or capital markets indebtedness, subject to certain exceptions.
The notes will not be guaranteed by Five Point.
The issuance of the notes is expected to close on or about November 22,
2017, subject to customary closing conditions. The issuer intends to use
proceeds of the proposed offering for general corporate purposes, which
may include funding development activities at its communities.
The notes and related guarantees have not been, and will not be,
registered under the Securities Act of 1933, as amended (the “Securities
Act”), or the securities laws of any other jurisdiction. The notes may
not be offered or sold within the United States or to U.S. persons,
except to persons reasonably believed to be qualified institutional
buyers in reliance on the exemption from registration provided by Rule
144A and to certain persons in offshore transactions in reliance on
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any securities and shall not constitute
an offer to sell or a solicitation of an offer to buy, or a sale of any
securities, in any jurisdiction in which such offer, solicitation or
sale is unlawful.
This press release includes forward-looking statements, including
statements about the proposed offering, including the anticipated use of
proceeds therefrom, that are subject to risks and uncertainties. These
statements concern expectations, beliefs, projections, plans and
strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. When used, the words
“anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,”
“estimate,” “project,” “should,” “will,” “would,” “result” and similar
expressions that do not relate solely to historical matters are intended
to identify forward-looking statements. We caution you that any
forward-looking statements included in this press release are based on
our current views and information currently available to us.
Forward-looking statements are subject to risks, trends, uncertainties
and factors that are beyond our control. Some of these risks and
uncertainties are described in more detail in our filings with the
Securities and Exchange Commission, including our quarterly reports on
Form 10-Q, under the heading “Risk Factors.” Should one or more of these
risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. We caution you therefore against
relying on any of these forward-looking statements. While
forward-looking statements reflect our good faith beliefs, they are not
guarantees of future performance. They are based on estimates and
assumptions only as of the date hereof. We undertake no obligation to
update or revise any forward-looking statement to reflect changes in
underlying assumptions or factors, new information, data or methods,
future events or other changes, except as required by applicable law.
A new trailer for “Rampage” has just been released, featuring Dwayne “The Rock” Johnson and his “San Andreas” director Brad Peyton. The upcoming action flick is based on the classic video game of the same name that was released in the 1980’s.
The trailer teases yet another action-packed film by Johnson, who previously appeared as the legendary Mitch Buchannon in this year’s “Baywatch” movie. In the upcoming film, he will play zoologist Davis Okoye, a man from Chicago who has to save the world from utter destruction.
His best friend, a giant gorilla named George, understands sign language and mysteriously starts growing when a 30-foot wolf and a massive crocodile arrive to wreak havoc into the city. George starts to transform into a raging creature who seeks to destroy and invade the world. The trailer also shows that just like in his 2015 film “San Andreas,” Johnson is also rocking a helicopter in “Rampage.”
The original “Rampage” game, which rose to popularity in 1986, was about gigantic, 1,000-pound gorilla, wolf, and crocodile who sought to destroy the world and overthrow the military. While the game saw the monstrous creatures start out human before reverting back, the trailer for the film suggests that the animals will simply mutate into wild giant creatures, and Johnson is nothing but a nice guy who witnesses the transformation of his beloved gorilla, whom he saved at birth.
Produced by Beau Flynn, John Rickard, Peyton, and Hiram Garcia, the upcoming film was written by Ryan Engle, Carlton Cuse, Ryan J. Condal, and Adam Sztykiel. It will feature in its cast Johnson, Peyton, Naomie Harris, Malin Akerman, Jake Lacy, Joe Manganiello, and “The Walking Dead” star Jeffrey Dean Morgan.
The action flick is set to hit theaters on April 13, 2018 in the U.K. and April 20, 2018 in the U.S.
MONTRÉAL, QUÉBEC–(Marketwired – Nov. 14, 2017) – Osisko Gold Royalties Ltd (TSX:OR)(NYSE:OR) (“Osisko Royalties“) announces that it has filed an early warning report in respect of its holdings in Aquila Resources Inc. (TSX:AQA) (“Aquila“).
On November 10, 2017, Osisko Bermuda Limited (“Osisko Bermuda“), a wholly-owned subsidiary of Osisko Royalties, acquired, by way of a non-brokered private placement of Aquila (the “Private Placement“), beneficial ownership of, or control or direction over, 49,173,076 units of Aquila (each, a “Unit“) at a purchase price of C$0.26 per Unit, representing an aggregate purchase price of approximately C$12,785,000. Each Unit is comprised of one common share of Aquila (each, a “Unit Share“) and one-quarter of one common share purchase warrant of Aquila (each whole warrant, a “Unit Warrant“), with each Unit Warrant entitling the holder thereof to purchase one additional common share of Aquila (each, a “Common Share“) at a price of C$0.34 per share for a period of 42 months from the closing date of the Private Placement.
In addition, on November 8, 2017, Osisko Bermuda and Aquila entered into a gold purchase agreement (the “Gold Purchase Agreement“), pursuant to which Osisko Bermuda received on November 10, 2017, an aggregate of 478,781 Common Shares (collectively, the “Capital Commitment Shares“) at a deemed price of approximately US$0.209 per share on account of a US$100,000 capital commitment payment payable to Osisko Bermuda in connection with the Gold Purchase Agreement.
On November 10, 2017, following the completion of the Private Placement and the consummation of the first deposit pursuant to the Gold Purchase Agreement, Osisko Bermuda (a wholly-owned subsidiary of Osisko Royalties) transferred to Osisko Royalties: (i) 49,651,857 Common Shares (comprised of 49,173,076 Unit Shares and 478,781 Capital Commitment Shares); and (ii) 12,293,269 Unit Warrants (collectively, (i) and (ii) are the “Acquired Securities“).
Immediately prior to the acquisition of the Acquired Securities, neither Osisko Bermuda nor Osisko Royalties held, directly or indirectly, or exercised control or direction over, any voting or equity securities of any class of Aquila, or securities convertible into voting or equity securities of any class of Aquila.
Immediately following the acquisition of the Acquired Securities, Osisko Royalties held beneficial ownership of, or control and direction over, (i) 49,651,857 Common Shares (comprised of 49,173,076 Unit Shares and 478,781 Capital Commitment Shares), representing approximately 15.0% of the number of Common Shares outstanding on a basic basis (being 331,002,421 Common Shares), and (ii) 12,293,269 Unit Warrants, representing together with the 49,651,857 Common Shares held by Osisko Royalties, approximately 18.0% of the number of Common Shares issued and outstanding on a partially-diluted basis (assuming only the exercise of the 12,293,269 Unit Warrants held by Osisko Royalties).
The Acquired Securities were acquired for investment purposes, and Osisko Royalties has no current intention of increasing or decreasing its ownership of, or control or direction over, additional securities of Aquila. Osisko Royalties reviews its holdings from time to time and may increase or decrease its position as future circumstances may dictate.
A copy of the early warning report filed by Osisko Royalties and Osisko Bermuda in connection with the acquisition of the Acquired Securities described above is available on SEDAR under Aquila’s profile at www.sedar.com. This news release is issued under the early warning provisions of the Canadian securities legislation.
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company focused on the Americas that commenced activities in June 2014. Osisko holds a North American focused portfolio of over 130 royalties, streams and precious metal offtakes. Osisko’s portfolio is anchored by five cornerstone assets, including a 5% NSR royalty on the Canadian Malartic mine, which is the largest gold mine in Canada. Osisko also owns a portfolio of publicly held resource companies, including an approximate 15.6% interest in Osisko Mining Inc., 12.8% interest in Osisko Metals Incorporated, 13.3% interest in Falco Resources Ltd. and 32.8% interest in Barkerville Gold Mines Ltd.
Osisko Royalties’ head office is located at 1100 Avenue des Canadiens-de Montréal, Suite 300, Montréal, Québec, Canada, H3B 2S2.
Osisko Bermuda’s registered office is located at Crawford House, 50 Cedar Avenue, Hamilton, Bermuda, HM11.
ORLANDO, Fla.–(BUSINESS WIRE)–The LGL Group, Inc. (NYSE MKT:LGL) (the “Company”) a globally
diversified holding company with a history of operations dating back to
1914, today announced updated results of its previously announced rights
offering. The subscription period for the rights offering expired at
5:00 p.m. ET on November 13, 2017 to account for oversubscriptions.
The Company raised total gross proceeds of approximately $11,036,289.
The Company offered an aggregate of up to 2,006,598 shares of its common
stock to its existing shareholders and received subscriptions for a
total of 2,897,171 shares of its common stock, including 686,439 shares
issued pro rata to shareholders who properly exercised over-subscription
rights. The excess subscription payments received by the subscription
agent will be returned, without interest.
Following the completion of the rights offering, the Company expects to
have a total of 4,682,063 shares of its common stock outstanding.
About The LGL Group, Inc.
The LGL Group, Inc., through its two principal subsidiaries MtronPTI and
PTF, designs, manufactures and markets highly-engineered electronic
components used to control the frequency or timing of signals in
electronic circuits, and designs high performance Frequency and Time
reference standards that form the basis for timing and synchronization
in various applications.
Headquartered in Orlando, Florida, the Company has additional design and
manufacturing facilities in Yankton, South Dakota, Wakefield,
Massachusetts and Noida, India, with local sales offices in Hong Kong,
Sacramento, California and Austin, Texas.
For more information on the Company and its products and services,
contact Michael Ferrantino Sr. at The LGL Group, Inc., 2525 Shader Rd.,
Orlando, Florida 32804, (407) 298-2000, or visit www.lglgroup.com
Caution Concerning Forward Looking Statements
This press release may contain forward-looking statements made in
reliance upon the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21 E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements include all
statements that do not relate solely to historical or current facts, and
can be identified by the use of words such as “may,” “will,” “expect,”
“project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,”
“should,” “continue” or the negative versions of those words or other
comparable words. These forward-looking statements are not guarantees of
future actions or performance. These forward-looking statements are
based on information currently available to us and our current plans or
expectations, and are subject to a number of uncertainties and risks
that could significantly affect current plans, anticipated actions and
our future financial condition and results, including, without
limitation, the Company’s ability to successfully complete the rights
offering, the investment group’s continued interest in pursuing the
acquisition of the Company’s MtronPTF assets, the special committee will
authorize negotiations with the investment group and if negotiations
commence, the parties’ successful negotiation and execution of a
definitive agreement governing such acquisition transaction and the
consummation thereof, and assuming the successful consummation of the
transaction, the Company’s success in pursuing strategic alternatives
available to it. Certain of these risks and uncertainties are described
in greater detail in our filings with the Securities and Exchange
Commission. We are under no obligation to (and expressly disclaim any
such obligation to) update or alter our forward-looking statements,
whether as a result of new information, future events or otherwise.
CanniMed to Acquire Up Cannabis Inc. (Newstrike Resources Ltd. – TSX-V:HIP) to Create a Premier Global Cannabis …
SASKATOON, Saskatchewan OAKVILLE, Ontario–(BUSINESS WIRE)–CanniMed Therapeutics Inc. (TSX: CMED):
Combining the leading medical brand and a high profile recreational
brand to create a premier global cannabis company
Well positioned to offer innovative, high quality products with two
top tier distinct brands uniquely positioned to address key product
trends and emerging drivers of growth in both market segments
CanniMed and Up Cannabis will leverage infrastructure and expertise
across both platforms to drive strong synergistic value while focusing
on being leaders in their distinct markets, with best-in-class
production and marketing practices
- Expected to be accretive (before synergies) on key metrics by 2019
The Tragically Hip remain intimately involved as shareholders and
active participants in the creation and support of the Up Cannabis
Significantly improves operational scale with a targeted 45,000 kg
of capacity by 2019 and market breadth
Improved capital markets presence with a pro-forma capitalization
Newstrike shareholders to receive 33.0 CanniMed shares for each
1,000 shares of Newstrike
CanniMed Therapeutics Inc. (TSX: CMED) (“CanniMed”) and Newstrike
Resources Ltd. (TSX-V: HIP) (“Newstrike”) are pleased to announce
that they have reached a definitive agreement (the “Arrangement
Agreement”) pursuant to which CanniMed will acquire all of
the outstanding shares of Newstrike (the “Arrangement”), parent
company of Up Cannabis Inc. (“Up Cannabis”), a licensed producer
of cannabis under the Access to Cannabis for Medical Purposes
“This is a transformational strategic acquisition for our company, which
will position CanniMed and Up Cannabis together as premium players in
the emerging recreational cannabis marketplace, while equally staying
true to our mandate to provide the best treatment and care to medical
patients,” said Brent Zettl, President and CEO, CanniMed. “Together, we
recognize the importance of brand loyalty and will continue to build
products, programs and resources to showcase our leadership in the
Jay Wilgar, President and CEO of Up Cannabis, stated: “This is a
watershed moment for Up Cannabis as we prepare for the opening of the
recreational cannabis market opportunity in 2018. This business
combination with CanniMed positions our collective team as a clear
market leader, and we will work tirelessly to ensure that we keep
building a brand and product offering that resonates unequivocally with
The Arrangement will be by way of a plan of arrangement pursuant to
which each Newstrike shareholder will receive 0.033 CanniMed shares in
exchange for each Newstrike share held. Subsequent to closing of the
Arrangement, the current CanniMed shareholders will own in aggregate
approximately 65 per cent of the combined entity and the Newstrike
shareholders will in aggregate own approximately 35 per cent of the
Completion of the Arrangement is subject to the approval of shareholders
of both companies at special meetings of the shareholders of each
company. Newstrike will require the approval of 66 2/3 per cent of the
shareholders that vote, by person or in proxy at the meeting, as well as
a simple majority of the shareholders that vote, by person or in proxy,
at the meeting, excluding certain insiders. CanniMed will require the
approval of a simple majority of the shareholders that vote, by person
or in proxy, at the meeting. Both companies will be communicating the
timing and conduct of those meetings which are expected to be scheduled
for early January 2018. Closing of the transaction is anticipated to
occur in January 2018.
The Arrangement Agreement provides that Newstrike shareholders will be
entitled to receive 0.033 common shares of CanniMed for each Newstrike
common share held, representing consideration of approximately C$0.505
per Newstrike common share based on the closing price of CanniMed common
shares on November 14, 2017. Upon closing of the Arrangement, Newstrike
will become a wholly‐owned subsidiary of CanniMed.
The Arrangement Agreement provides that both parties are subject to
non‐solicitation provisions and provides that the board of both
companies may, under certain circumstances, terminate the Arrangement in
favour of an unsolicited superior proposal, subject to the payment of a
termination fee of C$5 million by Newstrike to CannMed or C$9.5 million
by CanniMed to Newstrike, as the case may be. In addition, the
Arrangement Agreement includes provisions providing for expense
reimbursement of up to $600,000 from one party to the other in the event
that the agreement is terminated under certain circumstances.
The Arrangement Agreement provides that on closing of the Arrangement,
the board of directors of the combined entity will include two persons
who will be nominated by Newstrike. In addition, certain shareholders of
Newstrike will be entitled to nominate two persons to the CanniMed board
of directors at its 2018 annual shareholders’ meeting and will have a
right to nominate one person to the board at each annual meeting for so
long as they hold at least 10 per cent of the outstanding CanniMed
Under applicable TSX rules, the transaction requires the approval of
CanniMed shareholders by a majority vote, as the number of CanniMed
common shares to be issued exceeds 25 per cent of the total number of
outstanding CanniMed common shares.
Closing remains subject to approval of the shareholders of both CanniMed
and Newstrike, court approval, the approval of the TSX, applicable
regulatory approvals and the satisfaction of certain other closing
conditions customary in transactions of this nature.
The Arrangement Agreement contains other customary representations,
warranties, covenants and conditions to closing. Additional details of
the Arrangement is expected to be provided to Newstrike and CanniMed
shareholders in respective information circulars to be mailed in late
The definitive agreement has been approved by the Board of Directors of
each of CanniMed and Newstrike and the Boards each recommend that their
respective shareholders vote in favour of the Arrangement.
Financial and Legal Advisors
AltaCorp Capital Inc. is acting as financial advisor to CanniMed and has
provided a fairness opinion to the CanniMed Board of Directors with
Borden Ladner Gervais LLP acting as legal advisor to CanniMed. Cormark
Securities Inc. has provided a fairness opinion to the CanniMed Board of
The Aurora Proposal
On November 15, 2017, CanniMed issued a press release responding to a
press release from Aurora Cannabis Inc. (“Aurora”) regarding its
intention to make an unsolicited offer for all of CanniMed’s shares.
Since the date of that press release, Aurora has not made a formal offer
for CanniMed’s shares.
As no formal offer has been made, CanniMed continues to advise
shareholders to take NO action with respect to the unsolicited proposal.
In making its recommendation to shareholders to vote in favour of the
Arrangement, the Board of Directors of CanniMed considered, among other
things, the following:
(i) the Newstrike acquisition is accretive and is a highly strategic
entry into the recreational cannabis market;
(ii) the terms of any Aurora offer are unknown, whereas the transaction
with Newstrike has been fully negotiated and contains only reasonable
conditions to closing.
CanniMed will respond to the Aurora proposal if a formal offer is made.
Conference Call Information
CanniMed and Newstrike will host a conference call and a webcast
accompanied by slides to discuss the transaction on Monday, November 20,
2017 at 10:00 AM EST. Analysts, investors and media are invited and
welcome to participate. Advisory with contact information will follow
About CanniMed Therapeutics Inc.
CanniMed is a Canadian-based, international plant biopharmaceutical
company and a leader in the Canadian medical cannabis industry, with 16
years of pharmaceutical cannabis cultivation experience,
state-of-the-art, GMP-compliant production process and world class
research and development platforms with a wide range of
pharmaceutical-grade cannabis products. In addition, the Company has an
active plant biotechnology research and product development program
focused on the production of plant-based materials for pharmaceutical,
agricultural and environmental applications.
CanniMed, through its subsidiaries, was the first producer to be
licensed under the Marihuana for Medical Purposes Regulations,
the predecessor to the current Access to Cannabis for Medical
Purposes Regulations. It was the sole supplier to Health Canada
under the former medical cannabis system for 13 years, and has been
producing safe and consistent medical cannabis for thousands of Canadian
patients, with no incident of product diversion or recalls.
About Newstrike and Up Cannabis
Newstrike is the parent company of Up Cannabis, a licensed producer of
cannabis that received its cultivation license on December 19, 2016.
Newstrike, together with its strategic partners, is developing a diverse
network of high quality cannabis brands. For more information visit www.up.ca
Notice Regarding Forward Looking Statements
This news release contains forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of CanniMed and Newstrike to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. These forward-looking statements include,
but are not limited to, statements relating to our expectations with
respect to: the timing and outcome of the proposed acquisition of all
the issued and outstanding common shares of Newstrike; the terms of any
formal offer by Aurora; the anticipated benefits of the transaction to
the parties and their respective security holders; impact of the
transaction and enhanced infrastructure on production capabilities; and
the anticipated timing of the meeting of CanniMed and Newstrike
shareholders to consider the transaction and for the closing of the
transaction. Often, but not always, forward-looking statements can be
identified by the use of words such as “plans”, “expects” or “does not
expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does
not anticipate”, or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved. In respect of
the forward-looking statements and information concerning the
anticipated benefits and completion of the proposed transaction and the
anticipated timing for completion of the transaction, CanniMed and
Newstrike have provided such statements and information in reliance on
certain assumptions that they believe are reasonable at this time,
including assumptions as to the time required to prepare and mail
security holder meeting materials; the ability of the parties to
receive, in a timely manner and on satisfactory terms, the necessary
regulatory, court and shareholders approvals; the ability of the parties
to satisfy, in a timely manner, the other conditions to the closing of
the transaction; and other expectations and assumptions concerning the
transaction. There can be no assurance that the proposed transaction
will occur, or that it will occur on the terms and conditions
contemplated in this news release. The proposed transaction could be
modified, restructured or terminated. Accordingly, readers should not
place undue reliance on the forward-looking statements and information
contained in this press release.
Since forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Additional information on other factors that could affect the operations
or financial results of the parties are included in reports on file with
applicable securities regulatory authorities.
The forward-looking statements contained in this news release are made
as of the date of this release and, accordingly, are subject to change
after such date. CanniMed and Newstrike do not assume any obligation to
update or revise any forward-looking statements, whether written or
oral, that may be made from time to time by us or on our behalf, except
as required by applicable law.
None of the Toronto Stock Exchange, TSX Venture Exchange and their
Regulation Services Providers accept responsibility for the adequacy or
accuracy of this release.
Completion of the Arrangement is subject to a number of conditions,
including but not limited to, TSXV and TSX acceptance and if applicable,
disinterested shareholder approval. Where applicable, the Arrangement
cannot close until the required shareholder approval is obtained. There
can be no assurance that the Arrangement will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the management
information circular to be prepared in connection with the Arrangement,
any information released or received with respect to the Arrangement may
not be accurate or complete and should not be relied upon. Trading in
the securities of Newstrike and CanniMed should be considered highly
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this news release.
Olisol Petroleum Press Release: Olisol’s Response to Tethys Petroleum Press Release dated November 14, 2017
HONG KONG, Nov. 17, 2017 (GLOBE NEWSWIRE) — OLISOL Petroleum (hereinafter – Olisol) today announces that it acknowledges Tethys Petroleum (hereinafter – TPL) press release with its Q3 financial results dated November 14, 2017.
Taking into account Olisol’s experience in oil and gas market of Russia, Kazakhstan and Central Asia in general, and taking into account the market trends in terms of current internal petroleum and diesel prices, in Olisol’s opinion, the price stated in TPL’s financial results ($7.66 per barrel or $59 per tonne) is set too low and does not correspond to the oil price TAG can have.
According to the report by Argus Caspian Market agency (issue 10, #44 dated November 15, 2017), the average oil price at Kazakhstani refineries is $568 per tonne of 92 RON, $492 per 1 tonne of summer diesel fuel and $208 per 1 tonne of naphtha oil.
A 12% increase in oil price mentioned in TPL’s report does not reflect the dynamics at oil and petrochemicals market and current fair oil price at Kazakhstani internal market.
Since January of 2017, TPL’s subsidiary, TethysAralGas LLP (TAG) sells oil only to two companies – PRAX-AK (from January to June of 2017) and Petroleum Treid LTD (from June till present time) with which it signed long-term oil supply agreement. Both of these companies relate to one of TPL’s shareholders – Medgat Kumar, who bought 43 951 698 shares for $0,01593 per share in November, 2016. The total price of stock of shares made $700 151.
Also, Olisol believes that the share issue for Jin Guang and Prax PTE Ltd in November, 2016 was performed without the permission of competent authority and when the shares were issued no proper notice was send to the Kazakhstani competent authority on shares issue according to the legislation of the Republic of Kazakhstan.
Olisol is headquartered in Almaty, Kazakhstan and its subsidiaries and affiliates have investments in energy and oil and gas operations in the Russian Federation and Kazakhstan. Olisol has worked with Tethys in Kazakhstan for over seven years, is a joint owner of the Aral Oil Terminal with Tethys and has its own fleet of special oil trucks involved in oil transportation from Tethys’ oil fields. Olisol, through its affiliates, is engaged in railroad transportation, processing of oil, storage and sale of oil products.
Some of the statements in this press release are forward-looking. When used in this document, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “intends”, “should” and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements including risks and uncertainties with respect to the foregoing. No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Olisol, TPL or any other entity, and shareholders of TPL, are cautioned not to place undue reliance on the forward-looking statements. Save as required by applicable law, Olisol does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.
Authorized Point of Contact:
OLISOL Petroleum Limited
Tel.: +34 64 515 08 69