Weed leaf

Innovations in Cannabis

Sproutly is focused on becoming the leading supplier of water-soluble cannabis solutions and bio-natural oils to the emerging beverage and consumables market

Meet Sproutly

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and consumables market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Innovation

Our core value is the pursuit and development of unique technologies for the production, processing, and delivery of cannabis.

Expertise

Talent drives growth. Sproutly is focused on attracting the best and brightest minds in the cannabis space while providing them with the tools and resources that will allow them to succeed.

Reliability

Sproutly will deliver products and brands that its customers and consumers can depend on.

Team

Keith Dolo

President & CEO, Director

Keith Dolo most recently served for over 13 years with Robert Half, an S&P 500, NYSE listed company. He previously...

Keith Dolo most recently served for over 13 years with Robert Half, an S&P 500, NYSE listed company. He previously held the role of Vice President for the past 8 years and prior to that held other senior roles in both operations and sales prior to joining Sproutly Inc. Mr. Dolo’s role will be to provide direction, oversight and guidance to all functions of the organization. Keith is well versed in working effectively with boards, clarifying the external and internal competitive landscape, unearthing opportunities for expansion, serving customers, and leveraging new industry developments and standards. Mr. Dolo sits on an advisory committee and a board position for two non-profits in Vancouver, BC. Keith holds a Bachelor of Commerce from the University of Saskatchewan and is an active member in the Vancouver community.

Dr. Arup Sen

Chief Science Officer, Director

Dr. Sen has 35+ years in research and executive management positions at biotechnology and pharmaceutical companies, negotiated and managed licenses...

Dr. Sen has 35+ years in research and executive management positions at biotechnology and pharmaceutical companies, negotiated and managed licenses and joint ventures with J&J, Biomet, GCC and Tokuyama Soda of Japan, Eastman Kodak and Sandoz/Novartis. His work during the past decade led to the invention of proprietary technologies that produce unique water soluble minerals, micronutrients, including phytochemicals. Arup was awarded a Ph.D. in biochemistry from Princeton University and is a former faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen is the inventor on five (5) US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics and devices and diagnostics.

Craig Loverock

Chief Financial Officer

Craig Loverock is a Chartered Professional Accountant with over 20 years’ experience in accounting and finance roles in Canada, the...

Craig Loverock is a Chartered Professional Accountant with over 20 years’ experience in accounting and finance roles in Canada, the United States, and England. He is presently the CFO of Contagious Gaming Inc. (CNS:TSXV). He brings with him public company reporting and transactional experience, as well as having provided CFO consulting services to a number of private high growth technology businesses, serving as the Senior Financial Advisor to the Chairman at Magna International, and acting as the Chief Compliance Officer and CFO for a private equity firm. Mr. Loverock received his B.Comm (Hons) from Carleton University in 1994 and received his Chartered Accountant’s designation from the Institute of Chartered Accountants, Ontario in 1997. He is currently the treasurer of the Durham Community Foundation.

Karin Studer

Chief Operating Officer

A seasoned executive with proven operational leadership, Karin currently champions Sproutly’s vision, mission and strategic objectives. As a Director in...

A seasoned executive with proven operational leadership, Karin currently champions Sproutly’s vision, mission and strategic objectives. As a Director in one of Canada’s leading financial institutions, she executed the strategies within the retail banking and wealth management segments, achieved market-leading business growth and maximized stakeholder value while building customer relationships and employee engagement. With an extensive regulatory background, Karin oversees the governance and compliance framework as it relates to the ACMPR rules and regulations.

Paul Marcellino

Director of Business Development

Mr. Marcellino holds a degree in Chemistry and has served as CEO of an award-winning nutraceutical company focused on innovative cultivation, extraction and product...

Mr. Marcellino holds a degree in Chemistry and has served as CEO of an award-winning nutraceutical company focused on innovative cultivation, extraction and product development. Mr. Marcellino brings the ability to not only see opportunity, but also provide strategic operations leadership and networking internationally through research, planning, and execution.

Chuck Seguin

Compliance Officer

Chuck has been active in the area of regulatory policy and compliance in all aspects of the cannabis industry since...

Chuck has been active in the area of regulatory policy and compliance in all aspects of the cannabis industry since 2013. Previously, as Western Regional Director of Operations for AmerisourceBergen Canada, he concurrently functioned as their Senior Person in Charge (SPIC) and Responsible Person in Charge (RPIC) for AmerisourceBergen’s distribution of pharmaceuticals and narcotics. He brings with him an extensive experience in the retail pharmaceutical industry with People’s Drug Mart and BIG V Pharmacies.

Frank Han

Head Grower

Frank has over 12 years of experience in the horticulture industry. He previously worked as the Master Grower in a...

Frank has over 12 years of experience in the horticulture industry. He previously worked as the Master Grower in a large commercial facility where he was in charge of all growing methods, techniques and procedures. He brings with him a wealth of knowledge in cloning, nutrient, and overall plant management. Frank will be in charge of the production team at the Toronto Herbal Remedies.

Jan Venter, MD

Medical Officer

A board-certified Family Physician and Functional Medicine Practitioner at False Creek Healthcare Centre – one of Canada’s leading private clinics...

A board-certified Family Physician and Functional Medicine Practitioner at False Creek Healthcare Centre – one of Canada’s leading private clinics – as well as Chief Medical Officer for HealthTech Connex, Surrey, BC. Dr. Venter will help Sproutly spearhead the next level of patient-practitioner relationships within the medical cannabis landscape. As the founder of Fuslum Medical and Brain Vault Health Systems, Dr. Venter believes personalized precision medicine is the future of medicine and that patient-centred care is key.

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Sproutly, Inc.

#1050 — 1095 W. Pender Street

Vancouver, BC V6E 2M6

778.945.6868

info@sproutly.ca

Sproutly Signs LOI with the Largest Caribbean Medical Cannabis Producer to Establish a Joint Venture to Sell Cannabis Infused Beverages and Oil Products

VANCOUVER, BC, November 13, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has entered into a letter of intent with Global Canna Labs Limited (“Global Canna Labs”), the Caribbean’s largest medical cannabis producer, to establish a joint venture for the purpose of developing, producing, distributing, marketing and selling cannabis infused beverages, edibles and topical products derived from Sproutly’s fully licensed, APP Technology (the “LOI”).

“Partnering with Global Canna Labs on this joint venture allows Sproutly to expand its business outside of Canada with a leading, low cost cannabis cultivator in Jamaica that has proven distribution across the Caribbean and expanding into the European Union,” said Keith Dolo, President and Chief Executive Officer. “This partnership will enable Sproutly to diversify its product portfolio and accelerate its global distribution network from a low-cost regulated jurisdiction.”

Paul Glavine, Chief Executive Officer of Global Canna Labs said, “We are eager to roll out this partnership with Sproutly on their APP technology. We have explored a number of options regarding extraction and cannabis technology solutions for beverage and derivative products – APP Technology is in our view the superior choice for beverage formulations.  With our current supply and expansion plans to over 1 million square feet of cultivation, we see this partnership with Sproutly as a step towards utilization of our large-scale production towards a finished-product strategy.”

 

Proposed Terms of Joint Venture

The joint venture is expected to be structured as a newly formed, jointly owned company with its own board of directors (the “JV”). Sproutly will have a 50% interest and Global Canna Labs will own the remaining ownership interest.  Global Canna Labs will be responsible for cannabis biomass production and procurement and day-to-day operations of the JV.

Global Canna Labs is also responsible for all costs relating to producing final products for sale, including any equipment needed to produce beverages, edibles or other cannabis derivatives and will leverage its existing production facility and staff for the JV.  These costs will be decided upon by the board along with the determination of the product lines to be produced.

Sproutly will be responsible for providing access to the APP Technology, supplying reagents, and beverage/product formulation capabilities (including its functional beverage formulation portfolio) for products to be formulated from Infuz20 and Bio Natural Oil.  The products are expected to be sold in Jamaica and the rest of the Caribbean with potential expansion into additional European countries that allow for the import of cannabis products from Jamaica. The list of jurisdictions and product lines will be finalized and disclosed in the definitive agreement.

The signing of the definitive agreement and establishment of the joint venture is expected to occur in January 2019.

 

About Global Canna Labs Limited

Global Canna Labs is the Caribbean’s largest medical cannabis producer and the first in Jamaica to be issued a Tier 3 license.  Global Canna Labs has its cultivation facility on 6.23 acres with a legal limit of 200,000 cannabis plants.  Currently it has 31,000 sqf of greenhouses with an additional 27,000 sqf of expansion planned for its greenhouse operations.

Global Canna Labs operates 220,000 sq.ft. of outdoor cultivation with plans to expand to over 1 million sq.ft. in 2019.  Global Canna Labs is strategically located in the city of Montego Bay Jamaica, which is ideal for its proximity to a global logistics hub.  Global Canna Labs is currently constructing a 6,000 sq.ft. packing and drying facility to EU-GMP and U-GACP specifications.

The company also accesses a proprietary distribution partnership via its 25% strategic investment in Zimmer and Company, the only pharmaceutical distribution licensed company focused on CBD/THC distribution in the Caribbean with an existing 61 products approved by the Jamaican Ministry of Health for import and export.  Currently, Zimmer is in 100 retail locations in Jamaica and now Trinidad.

For more information, please visit www.globalcannalabs.com

 

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Develops Cannabis and Hemp Infused Functional Beverage Portfolio

VANCOUVER, B.C., November 8, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has completed the development and formulation of an initial portfolio of functional beverages with its proprietary naturally water soluble cannabinoids (“Infuz2O”).

The beverages combine recently licensed rights for the proprietary water soluble mineral platform (“MiST Platform”) with Infuz20. The initial portfolio consists of three separate cannabis / hemp infused beverages that provide the following functions: a) Focused Energy; b) Stress relief and Relaxation; and, c) Restful sleep support.

The Company is currently in the midst of medicinal and adult-use brand development, including its functional beverage line. The initial beverages are anticipated to be ready for consumers if and when Health Canada allows consumer beverage products to be legal for sale.

“The focus of the Company has been to develop products that will distinguish our functional beverages from cannabis/ hemp beverages developed by our competitors. Our competitive advantage is to leverage the suite of proprietary water-soluble technologies we have acquired, and create a line of consumer products that taste great and have a functional purpose”, said Keith Dolo, Chief Executive Officer. “Our beverages not only cater to the emerging cannabis market but also to the large, functional beverage market that exists today”, he added.

The functional beverage category is increasingly becoming the popular choice among consumers who are seeking low-calorie, nutrient-dense options as a healthy alternative to traditional beverages. The global functional beverage market is expected to grow at a CAGR of 6.1% to US$93.68 billion by 2019, according to a new study by Grand View Research, Inc.Cannabis in its own right has a long history of being used as a way for users to address wellness and lifestyle needs. Sproutly’s functional beverage formulations address major and growing consumer health and wellness needs for the modern lifestyle.

Sproutly’s strategy is founded on its proven ability to acquire proprietary technologies related to water soluble ingredients. Sproutly is among the first in Canada to address the functional beverage market with cannabis/ hemp ingredients that are recovered from the plants in their naturally water soluble form and, therefore, can be stably combined with other water soluble micronutrients (vitamins, minerals, antioxidants, and other natural plant chemicals). These beverages are fully transparent because all the selected ingredients are truly dissolved in water and, like typical consumer beverages, can be packaged in clear glass bottles and refrigerated if desired for a refreshing taste.

Beverage Formulations & Product

The functional beverage formulations have been developed using two proprietary technologies:
1.    MiST (Minerals in Solution Technology)– 10+ years of research and development into the creation and formulation of water soluble minerals and phytochemicals; and,
2.    Infuz20 – naturally water soluble cannabinoids with onset of less than 5 minutes and offset within 90 minutes.

Sproutly’s functional beverage formulations address a number of lifestyle verticals including: mood & energy, relaxation & sleep as well as stress relief. Its functional beverage formulations utilize MiST and Infuz20 to produce enhanced water, beverages, and nutritional micronutrient supplements that include cannabis or hemp strains strategically selected to provide a synergistic experience for the recreational and medicinal markets.

The Company’s functional beverage products are expected to be its first line of cannabis/ hemp beverage as these have been taken through initial evaluations as consumer beverages by scientists from Infusion Biosciences Inc. and Micronutrient Technologies Inc. These completed evaluations include:

  • blending and ratio proportions of ingredients selected based on independent scientific reports on their benefits;
  • stability testing at room temperature and in refrigerator;
  • formulation with natural flavors; and,
  • process development for large scale manufacturing.

The current functional beverage product portfolio (which is expected to launch under a portfolio of brands to be identified at a later date) consists of:

Focused Energy Drink– Formulated to deliver mood uplifting & focused energy without the use for caffeine or stimulants. Containing a blend of minerals, vitamins, natural plant chemicals, natural flavors, and Infuz2O derived from one or more strains of cannabis to complement the experience.

Relaxation Drink– Formulated to deliver relaxation and stress relief. Containing a blend of minerals, natural plant chemicals, natural flavors, and Infuz2O derived from one or more targeted strains of cannabis to complement the experience.

Sleep and Anxiety Relief Drink– Formulated to reduce anxiety and assist restful sleep. Containing a blend of minerals, plant and other natural chemicals, natural flavors, and Infuz2O derived from a targeted variety of hemp to complement the experience.

Marketing of these beverage products will follow additional testing and will be subject to necessary approvals and licenses to be granted by Health Canada and regulatory authorities in other territories.

 

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Sproutly’s Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Sproutly’s water-soluble ingredients and its bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Contact:

Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investorrelations@sproutly.ca

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage products and obtaining all applicable regulatory approvals including from Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Advances its Health Canada License by Applying for an Amendment to Allow for the Production of Oils

VANCOUVER, B.C., November 1, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) is pleased to announce that its wholly-owned subsidiary Toronto Herbal Remedies Inc. (“THR”), a licensed producer under the ACMPR, located in the Greater Toronto Area (the “Cultivation Facility”) has submitted an “addition of activity” in the month of October, to its Health Canada license, in order to produce cannabis oils. Sproutly also updates, that its cannabis plants are in a very healthy state as it progresses through its cultivation phase.

“The submission to expand our license through Health Canada with our application to produce oils is a key milestone in moving our business forward” said Keith Dolo, President and CEO of Sproutly. “This is a clear demonstration of our team’s efforts and ability to meet our strategic targets by year-end. This sets in motion our broader strategy to become a leader in the cannabis consumer product space.”

"We filed the results of our second quarter on Sedar on October 30, 2018.  It was a pivotal quarter for us as we finalized a number of significant developments in the evolution of Sproutly.  In this quarter we completed our public listing on the CSE, obtained our cultivation license from Health Canada, and completed a transformational acquisition of Infusion Biosciences Canada Inc. and SSM Partners Inc.”, stated Keith Dolo, President and Chief Executive Officer of Sproutly.  “With the completion of these milestones and the proceeds of our recent $20 million financing, we are well positioned to execute on our plans to advance the business in order to scale and become the leading supplier to the cannabis beverage and edibles market.

Sproutly Announces Closing of $20.7 Million Special Warrants Bought Deal Financing

VANCOUVER, B.C. , October 24, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) is pleased to announce that it has closed its previously announced bought deal offering, including the partial exercise of the underwriters’ over-allotment option in the form of convertible debenture special warrants of the Company (the “CD Special Warrants”).   A total of 10,750 CD Special Warrants at a price per CD Special Warrant of $1,000 and 15,400,000 equity special warrants of the Company (the “Equity Special Warrants”) at a price per Equity Special Warrant of $0.65 were issued for aggregate gross proceeds of approximately $20.7 million (the “Offering”). The Offering was led by Canaccord Genuity Corp., on behalf of a syndicate of underwriters that included Haywood Securities Inc. and Eight Capital (collectively, the “Underwriters”).

As previously announced, each CD Special Warrant and Equity Special Warrant will be automatically exercised, without payment of additional consideration, on the earlier of: (i) the Qualification Deadline (as defined below); and (ii) the third business day after the Prospectus Qualification (as defined below).

The holders of CD Special Warrants will receive, upon such deemed exercise and for no additional consideration, one convertible debenture unit of the Company (the "CD Units") for each CD Special Warrant held. Each CD Unit will be comprised of one senior unsecured convertible debenture of the Company (each, a "Convertible Debenture") and 667 common share purchase warrants (each, a "Warrant").Each Warrant will entitle the holder to purchase one common share of the Company (each, a “Common Share”) at an exercise price of $0.90 per Common Share for a period of 24 months from the date of closing of the Offering.

The holders of Equity Special Warrants will receive, upon such deemed exercise and for no additional consideration, one unit of the Company (the "Equity Units") for each Equity Special Warrant held. Each Equity Unit will be comprised of one Common Share and one-half of one Warrant.

The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year. The Convertible Debentures will have a maturity date of 24 months from the closing date of the Offering (the "Maturity Date").

The Convertible Debentures will be convertible at the option of the holder into Common Shares at any time prior to the close of business on the Maturity Date at a conversion price of $0.75 per Common Share (the "Conversion Price").

The Convertible Debentures will be subject to redemption, in whole or in part, by the Company at any time following the date that is 12 months from the date of issuance upon giving holders not less than 30 and not more than 60 days' prior written notice, at a price equal to the then outstanding principal amount of the Convertible Debentures plus all accrued and unpaid interest up to and including the redemption date. Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the change of control, at a price equal to 105% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the "Offer Price"). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.

The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the CD Units and Equity Units upon exercise of the CD Special Warrants and Equity Special Warrants respectively (together, the "Prospectus Qualification") on or before the date that is 60 days following closing of the Offering (the "Qualification Deadline"). If the Prospectus Qualification does not occur before the Qualification Deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.05 CD Units per CD Special Warrant or 1.05 Equity Units per Equity Special Warrant. Until the Prospectus Qualification occurs, securities issued in connection with the Offering will be subject to a 4-month hold period from the date of issue.

The Company intends to use the net proceeds of the Offering to fund expansion and other general corporate purposes.

Novus Merchant Partners Inc. acted as special financial advisor to Sproutly.

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

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Sproutly’s Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Sproutly’s water-soluble ingredients and its bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Sproutly Announces OTCQB Listing and Addition to the CSE 25 Index

VANCOUVER, B.C., October 12, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) is pleased to announce that its common shares were upgraded and approved for trading on the OTCQB® Venture Market (“OTCQB”) in the United States and that the Company has been added to  the Canadian Securities Exchange’s CSE 25 Index (“CSE 25 Index”).

The symbol for trading of Sproutly’s common shares in the United States on the OTCQB is “SRUTF”.  Sproutly continues to trade on the Canadian Securities Exchange (“CSE”) under the trading symbol “SPR”. The OTCQB in the United States is similar to the CSE in Canada for early stage and developing international companies. To be eligible for the OTCQB, companies must be current in their financial reporting, pass a minimum bid price test and undergo an annual company verification and management certification process.

Sproutly has been added to the CSE 25 Index.The Index includes the top twenty-five securities by market capitalization contained in the CSE’s composite index. These companies account for over 50% of the weighting in the larger index and are typically stocks that attract considerable trading volume.

Sproutly Announces $20 Million Special Warrants Bought Deal Financing

VANCOUVER, B.C., September 26, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has entered into a letter of engagement with Canaccord Genuity Corp. to act as lead underwriter and sole bookrunner (“Canaccord Genuity”) under which Canaccord Genuity has agreed to purchase 10,000 convertible debenture special warrants of the Company (the "CD Special Warrants") on an underwritten basis at a price per CD Special Warrant of $1,000 for aggregate gross proceeds of $10 million (the "CD Offering"). Canaccord Genuity has also agreed to purchase 15,400,000 equity unit special warrants of the Company (the “Equity Unit Special Warrants”) on an underwritten basis at a price per Equity Unit Special Warrant of $0.65 for aggregate gross proceeds of approximately $10 million (the “Equity Unit Offering”). The CD Offering and the Equity Unit Offering are collectively the “Offering” and the CD Special Warrants and Equity Unit Special Warrants are together the “Offered Securities”. Prior to closing the Offering, Canaccord Genuity and the Company may agree to form a syndicate of underwriters.

The Company has also granted Canaccord Genuity an option to purchase up to an additional 15% of the base offering of the Offered Securities, which option is exercisable by giving notice to the Company not less than 48-hours prior to the closing of the Offering. Closing of the Offering is expected to occur on October 18, 2018. If this option is exercised in full, an additional $3.0 million will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be approximately $23 million.

Each CD Special Warrant and Equity Unit Special Warrant not previously exercised will be automatically exercised, without payment of additional consideration, on the earlier of: (i) the Qualification Deadline (as defined below); and (ii) the third business day after the Prospectus Qualification (as defined below). The holders of CD Special Warrants will receive, upon such deemed exercise and for no additional consideration, one convertible debenture unit of the Company (the "CD Units") for each CD Special Warrant held.

Each CD Unit will be comprised of one unsecured convertible debenture of the Company (each, a "Convertible Debenture") and 667 common share purchase warrants ( a " Warrant").Each Warrant will entitle the holder to purchase one common share of the Company (each, a “Common Share”) at an exercise price of $0.90 per Common Share for a period of 24 months from the date of closing of the Offering.

The holders of Equity Unit Special Warrants will receive, upon such deemed exercise and for no additional consideration, one unit of the Company (the "Equity Units") for each Equity Unit Special Warrant held. Each Equity Unit will be comprised of one Common Share and one-half of one Warrant.

The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the CD Units and Equity Units upon exercise of the CD Special Warrants and Equity Unit Special Warrants respectively (together, the "Prospectus Qualification") on or before the date that is 60 days following closing of the Offering (the "Qualification Deadline"). If the Prospectus Qualification does not occur before the Qualification Deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.05 CD Units per CD Special Warrant or 1.05 Equity Units per Equity Unit Special Warrant. Until the Prospectus Qualification occurs, securities issued in connection with the Offering will be subject to a 4-month hold period from the date of issue.

The Company intends to use the net proceeds of the Offering to fund expansion and other general corporate purposes. The closing date of the Offering is scheduled to be on or about October 18, 2018 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.

The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year. The Convertible Debentures will have a maturity date of 24 months from the closing date of the Offering (the "Maturity Date").

The Convertible Debentures will be convertible at the option of the holder into Common Shares at any time prior to the close of business on the Maturity Date at a conversion price of $0.75 per Common Share (the "Conversion Price").

The Convertible Debentures will be subject to redemption, in whole or in part, by the Company at any time following the date that is 12 months from the date of issuance upon giving holders not less than 30 and not more than 60 days' prior written notice, at a price equal to the then outstanding principal amount of the Convertible Debentures plus all accrued and unpaid interest up to and including the redemption date. Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the change of control, at a price equal to 105% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the "Offer Price"). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.

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

 

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including information concerning the Offering and the anticipated closing date and use of proceeds thereof, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that regulatory approval of the Offering will be obtained in a timely manner; and that the agreement with Canaccord Genuity will not be terminated in accordance with its terms. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, risks that the Company will not obtain the requisite approvals or otherwise satisfy the necessary conditions precedent to complete the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
 
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Sproutly Enters Into Exclusive Technology License With Micronutrient Technologies Inc.

VANCOUVER, B.C., August 22, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has entered into an exclusive technology license and use agreement (“License Agreement”) with Minnesota State based, Micronutrient Technologies Inc. (“MTI”) to utilize its proprietary platform known as Minerals in Solution Technology (“MiST”) for use in creating cannabis and hemp based beverages in select jurisdictions around the world. Under the License Agreement, Sproutly will be granted the exclusive right to utilize MiST and its water soluble nutritional minerals to produce enhanced water, beverages, and soluble nutritional mineral supplements that include a cannabis or hemp component for the recreational and medicinal markets. The license is applicable in Canada, Australia, Jamaica, Israel, and all countries that are part of the European Union as of the date of the Licensing Agreement. MiST is a patent-pending technology that produces a 100% water soluble form of multiple minerals (Including calcium, magnesium, zinc, potassium, sodium and trace minerals such as copper, iron, manganese, strontium) on the same molecular platform. MiST offers an unprecedented versatility in formulating unique combinations of micronutrients that address the growing consumer needs for health and wellness in modern lifestyle. MiST produces stand-alone or custom blends of minerals with other micronutrients in water solutions that will fortify a beverage in a single manufacturing step and has proven to be shelf stable in beverages for at least 2 years. The license provides Sproutly with the know-how developed over a decade in designing innovative beverages with multiple nutrients, including nutritional minerals, which are essential for health and wellness.

Keith Dolo, CEO of Sproutly, commented: “MisT is a transformational technology that will allow us to add fully water soluble minerals in different combinations, in cannabis beverages without the need for artificial chemical additives or formulation methods such as emulsification or encapsulation.” He added, “MiST, coupled with our naturally water soluble cannabinoid, infuz20, will position us to lead the cannabis industry by bringing to market, beverages that deliver the benefits of this unique plant to health-conscious consumers and the experience of the diverse varieties of cannabis and hemp in adult use markets as traditional beverages.  Sproutly is pleased announce this transaction, subsequent to the acquisition of Infusion Biosciences Canada, which strengthens our competitive advantage with beverage products that require stable, water soluble ingredients.  “

Overview of MiST

MiST, based on over 12 years of research and development, is a patent pending technology to produce nutritional minerals in water solutions by a cost-effective and scalable process. The molecular platform of MiST minerals enables beverage manufacturers to create custom combination of multiple minerals at desired proportions that can be used as a “single blend” to manufacture fortified beverages with other micronutrients including plant derived natural compounds. These minerals include: calcium, magnesium, zinc, potassium, sodium and trace minerals (copper, iron, manganese, strontium). MiST is currently commercialized in fortified bottled water and functional liquid supplements. MiST minerals have multiple benefits, which include:

·       Providing a more complete and immediate delivery to the body;

·       Allowing precise dosing;

·       Offering an easily ingestible format; and,

·       Delivering in a state where the body does not have to process further to make it available.

MiST produces highly concentrated true water solutions of essentially all nutritional minerals individually, in blends of multiple minerals, and in blends with other micronutrients with compositions that are customized for products targeting different customer bases.

About Micronutrient Technologies Inc.

MTI is a fortification technology and formulation company focused on the water, beverage, food, and dietary supplement markets. Using its proprietary platform technology known as Minerals in Solution Technology (MiST), MTI is able to produce water soluble minerals that can be used to formulate unique multi-nutrient formulations in true water solutions, as an ideal nutrient delivery system. MTI was co-founded by Dr. Sen and is currently the only company that offers multiple food grade, 100% water-soluble minerals on a single molecular platform that provides the versatility to combine multiple minerals with other micronutrients (vitamins, and natural plant chemicals) in a single water solution without artificial chemical additives.

Infusion Biosciences and Trace Research Institute Announce Research Collaboration for Developing Testing Methods for Cannabis Ingredients in Edible and Beverage Products

VANCOUVER, B.C., August 14, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that Infusion Biosciences Inc. (“Infusion Biosciences”), the Licensor of the APP Technology to Sproutly, has entered into a research collaboration agreement with Trace Research Institute, LLC (“Trace”), an independent research company that offers various testing, research, regulatory and consulting services for the cannabis industry in Washington State (US). Sproutly will benefit from the research collaboration as a licensee of the APP Technology from Infusion Biosciences as the Analytical Methods (defined below) are made available in the jurisdictions for which it holds an exclusive license from Infusion Biosciences.

“The development of Analytical Methods is not only a key milestone in the commercial implementation of the APP Technology, but also an answer to a challenge the global cannabis industry faces with accurately measuring cannabinoids when they are formulated into cannabis beverages using methods available today”, said Keith Dolo Chief Executive Officer of Sproutly.

Mr. Gordon Fagras, co-founder of both the Trace Research Institute and Trace Analytics, a certified independent cannabis analytics laboratory in Washington State said, “Over the last several years, the cannabis industry has been faced with the challenge of accurately measuring cannabinoids when they are formulated into beverages. Up to this point most of the products available on the market are usually based on emulsifications, encapsulation, or even ‘nano’ type technology which are largely problematic to analysis as they are highly diluted and likely bound to another compound. Some of these technologies are more robust than others, but the vast majority of these products tend to experience fall out and separation of the cannabis or hemp oils.”

Mr. Fagras further commented: “This is why our research collaboration with Infusion Biosciences is so unique in that the samples are naturally in water solution(s) where, we have seen not seen fallout of any manner so far, and thus we feel they are highly shelf stable. Modifying sample processing and analytical testing with these concentrated water solutions of cannabinoids (and terpenes) should provide us with a unique opportunity to develop analytical methods for cannabis beverages”.

“Phytochemicals such as cannabinoids and terpenes have so far been extracted as free oils from cannabis plants. Analytical methods developed to date for these oil molecules are not useful in measuring the potency of Infusion Biosciences’s “Infuz2O”, the naturally water soluble forms of these molecules produced as water solutions by Infusion Biosciences’s proprietary recovery process known as the APP technology”, said Dr. Arup Sen, Chief Science Officer of Sproutly as well as Co-Founder and Director of Infusion Biosciences. “In order to develop and sell beverage products developed using Infuz2O to deliver the benefits and experiences of cannabis plants, sensitive and robust analytical methods need to be developed”, he added.

Under the Agreement, Infusion Biosciences will supply Trace with naturally water soluble cannabis phytochemicals (“Infuz2O”) produced by Infusion Biosciences’s proprietary APP technology. The research collaboration will focus on developing and validating analytical methods for the detection and measurement of cannabis phytochemicals in water solutions (“Analytical Methods”). Under the Agreement Trace will be granted an exclusive right to use the intellectual property resulting from the collaboration to develop and commercialize analytical testing services used to qualify cannabis/hemp products in the legal jurisdictions in the United States. Infusion Biosciences will retain worldwide rights to the intellectual property for other uses.  The companies will work together to enable testing laboratories in other legal jurisdictions in the world.

Sproutly Closes Acquisition of Infusion Biosciences Canada and SSM

VANCOUVER, B.C., August 1, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has completed the acquisition of all of the issued and outstanding shares of Infusion Biosciences Canada Inc. (“Infusion Biosciences Canada”) and SSM Partners Inc. (“SSM”) (collectively, the “Acquisition”).

“We are extremely excited to finalize this Acquisition, enabling Sproutly to commercialize the APP Technology in major regulated markets around the world with innovative cannabis products that target the $50+ billion bottled water and functional beverage market with naturally water soluble molecules from cannabis and hemp”, commented Keith Dolo, Chief Executive Officer of Sproutly. Mr. Dolo added, “APP Technology is a low-cost, gentle method to produce Infuz20, a ground-breaking discovery that delivers the total  effects of the strain of cannabis from which it is made; on-set effects start within approximately 5 minutes and dissipate within approximately 90 minutes.”

“Combining with Sproutly allows Infusion Biosciences to produce and sell innovative consumer products in several countries where cannabis use is legal. Together, we are positioned to leverage our APP Technology to become a leader in the beverage industry and broaden the consumer base with products that will deliver controlled doses that meet expectations for cannabis experiences”, said Dr. Arup Sen, Chief Executive Officer of Infusion Biosciences Inc. (“Infusion Biosciences”). “As a natural water solution, Infuz2O is the best means to deliver the medicinal benefits of cannabis to patients suffering from symptoms associated with major chronic diseases like cancer and pain”, added Dr. Sen.

Acquisition Highlights

The Acquisition brings together a strategically located premium cultivation facility and a key technologic innovation in the cannabis industry. Some key Acquisition highlights are:

  • Significant Discovery and Recovery of Naturally Water Soluble Cannabinoids – Infusion Biosciences has discovered and produced naturally water soluble bioactive molecules that deliver the full experience of cannabis paralleling the onset and offset profiles of smoking but, avoids the undesirable features that have kept a vast majority of consumers away.

 

  • Broadens Sproutly’s Management Team – The addition of Dr. Sen and Mr. Marcellino to Sproutly’s executive management team provides decades of experience in biopharmaceutical research, development, and technology commercialization. Dr. Arup Sen will also be joining the Board of Directors.

 

  • Positions Sproutly to Become a Leader in Beverages, Edibles and Tinctures –Sproutly is now positioned to fulfill its mission as a vertically integrated cannabis consumer products company focused on redefining the cannabis industry with a clear focus on beverage and additional consumer products by solving the technologic limitations associated with blending oils extracted by traditional means into water.

 

  • Exclusive License for Key Regulated Recreational and Medicinal Jurisdictions –Sproutly gains the exclusive rights for APP Technology in Canada, the European Union, Australia, Israel, and Jamaica.

 

  • Low Cost, Scalable, Gentle Process to Produce Bioactive Molecules as an Alternative to Current Oil Extraction Methods – APP Technology is a patent-pending process that uses proprietary combinations of common dietary ingredients to gently recover naturally water-soluble cannabinoids and also the free cannabis oils in natural oils. APP Technology recovers between 85% - 90% of the total bioactive cannabinoids in the plant, distributed between Infuz20 and Bio-Natural Oil.

 

Pursuant to the share purchase agreement dated July 31, 2018 (the “Infusion SPA”) among Sproutly, Infusion Biosciences Canada, and Infusion Biosciences and the share purchase agreement dated July 31, 2018 (the “SSM SPA”) among Sproutly, SSM Partners, and BNO Holdings Inc. (“BNO”), each of Infusion Biosciences and BNO have received, or are entitled to receive, the following consideration:

 

a)     Infusion Biosciences:

  1. 36,857,676 common shares of Sproutly (“Sproutly Shares”);
  2. C$4,525,000 cash payment, due within 12 months from closing of the Acquisition and  subject to adjustments as set forth in the Infusion SPA; and
  3. an earn-out of up to an additional 14,743,070 Sproutly Shares upon Sproutly achieving certain milestones as set forth in the Infusion SPA;

 

b)     BNO:

  1. CAD$4,975,000 cash payment due within 12 months from closing of the Acquisition or convertible into common shares, subject to adjustments and SSM achieving certain milestones as set forth in the SSM SPA; and
  2. an earn-out of up to 22,114,605 Sproutly Shares upon Sproutly achieving certain milestones as set forth in the SSM SPA.

 

Overview of Infusion Biosciences Canada and SSM

Infusion Bioscience Canada, through its licensing agreement with Infusion Biosciences, owns the exclusive rights to utilize APP Technology for  recreational and medicinal cannabis markets in Canada, Australia, Israel, Jamaica, Germany, and the European Union.

Infusion Biosciences is a biotechnology company focused on the discovery and commercialization of proprietary technologies that provide innovative means to deliver the experience and benefits of cannabis and hemp. Scientists at Infusion Biosciences have discovered the presence of, and developed methods to directly recover (APP Technology), water soluble forms of lipids (oils), including cannabinoids and terpenes, which naturally exist in cannabis plants. Infusion Bioscience Canada is a wholly owned subsidiary of Infusion Bioscience.

APP Technology comprises a patent pending process that uses proprietary reagents to produce two unique ready-to-consume ingredients with the full spectrum features of bioactive molecules from cannabis and hemp plants:

  • Infuz2O – Bioactive molecules in their naturally water soluble state recovered in water; and

 

  • Bio Natural Oil – Natural oils from cannabis plants infused into natural carrier oils for edible products and transdermal delivery.

SSM is a management consulting company engaged in research, product formulation, and commercialization of technologies for the cannabis industry. SSM has been tasked by Infusion Biosciences Canada with certain research and management activities related to the APP Technology.

Management Additions

Dr. Arup Sen – Proposed Chief Science Officer and Director of Sproutly

In connection with the agreements to acquire Infusion Biosciences Canada, Dr. Arup Sen will assume the role of Chief Science Officer and join the board of directors of the Resulting Issuer upon closing of the Proposed Acquisition. Dr. Sen’s business career started in the biotechnology and biopharmaceutical industry in 1982. He has managed R&D, intellectual property strategy and corporate development (negotiating and managing licenses and joint ventures) with domestic and international companies (J&J, Biomet, GCC and Tokuyama Soda of Japan, Sandoz/Novartis and others). He also has taken three companies from start-up through public trading and has served as the CEO of public and private companies. He received his Ph.D. in biochemistry from Princeton University. His nearly decade long academic career as a faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen has published several dozen papers in top ranking international journals and authored a book on bone diseases. He is an inventor on a number of US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics, medical therapeutic devices, and molecular diagnostics.

 

Paul Marcellino – Proposed Business Development Officer of Sproutly

In connection with the Acquisition, Paul Marcellino will join Sproutly as the proposed Business Development Officer.  Mr. Marcellino holds a degree in Chemistry and has served as CEO of an award-winning nutraceutical company focused on innovative cultivation, extraction and product development. Mr. Marcellino brings the ability to not only see opportunity, but also provide strategic operations leadership and networking  internationally through research, planning, and execution.

 

Financial Advisor

Novus Merchant Partners Inc. acted as the exclusive financial advisor to Infusion Biosciences.

Listing on Frankfurt Stock Exchange

The Company is also pleased to announce that it is now listed on the Frankfurt Stock Exchange, trading under the symbol 38G.

ACMPR Licensed Cannabis Producer Sproutly Begins Trading on the CSE under the Symbol “SPR”

Sproutly Canada, Inc. (formerly Stone Ridge Exploration Corp.) (“Sproutly" or the “Company”) is pleased to announce that effective at the open of the market today, Sproutly’s common shares will be listed and will commence trading on the Canadian Securities Exchange (the "CSE") under the three-letter ticker symbol "SPR".

Sproutly is an ACMPR Licensed Producer of cannabis that strives to meet the evolving needs of cannabis consumers across Canada. Its mission is to become a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA utilizing state-of-the-art production technology and methods designed to best-in-class standards.

The Company previously announced signing of letters of intent to acquire 1) Infusion Biosciences Canada Inc, a biotech company possessing the rights to Infusion Biosciences Inc.’s (“Infusion Biosciences”) APP Technology for specific jurisdictions; and 2) SSM Partners Inc., a management company engaged in the commercialization of products and formulation services for APP Technology in specific jurisdictions, (together referred to as “Infusion Biosciences Canada” or the “Proposed Acquisition”). The transaction is expected to be completed in July.

The Proposed Acquisition brings together a disruptive and truly ground breaking technology in the growing cannabis beverage category and an ACMPR licensed producer with a strategically located cultivation facility.

Keith Dolo, CEO and Director, commented: “Pending closing of the Proposed Acquisition, Sproutly seeks to become a dominant player and provider of best-in-class cannabis products, by creating a powerful platform to serve the needs of the food and beverage industry.”

INVESTMENT HIGHLIGHTS

Licensed Producer Under the ACMPR – Its wholly owned subsidiary Toronto Herbal Remedies owns and operates a completed 16,600 sq. ft. facility with production capacity of up to 1,400 kg per year with state of the art production technology and methods designed to best-in-class standards.

Strategically Located to Service the Greater Toronto Area (“GTA”) - Cultivation Facility and distribution strategically in the GTA with the ability to service 6.4 million adults in the GTA with a same day delivery service and an oversized Level 9 Vault allows for the ability to act as distribution centre for other LP’s(1).

Transformative Acquisition of Infusion Biosciences Canada – Proprietary, patent pending recovery process (“APP”) for recovering both water soluble (Infuz2O) and Bio Natural Oil (BNO) cannabinoids with a highly scalable, low-cost recovery yields attractive economics as compared to other extraction methods that require further processing beyond extraction to produce consumable products. APP Technology produces two unique finished ingredients from cannabis and hemp plants:

  • Infuz2O – A naturally water-soluble cannabis solution delivering a new form of consuming cannabis in a beverage that mimics the onset/offset features comparable to smoking It will be formulated into beverages/drinks which deliver the effects of cannabis, fully dissolving in water with a fast onset time of less than 5 minutes, clearing (offset) within 90 minutes.
  • Bio Natural Oil (“BNO”) – Cannabinoid oils infused into natural edibles or transdermal delivery while retaining strain specific characteristics.

The development of Infusion Biosciences’ APP technology and the creation of its Infuz2O and BNO, is based on over 12 years of R&D on the recovery of water soluble phytochemicals from medicinal plants and over 25 years in discovery and development of biotechnology and pharmaceutical drugs.

(1) Pending Health Canada approval

About Sproutly Canada, Inc.

Sproutly is an ACMPR Licensed Producer of cannabis that strives to meet the evolving needs of cannabis consumers across Canada. Its mission is to become a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA utilizing state-of-the-art production technology and methods designed to pharma-grade standards. Sproutly’s strategy is focused on developing and deploying novel technologies to formulate and market unique cannabis products in a rapidly evolving consumer market.

For more information on Sproutly please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.